Guam § 46202 - Notification and Authorization requirement.

§ 46202. Notification and Authorization requirement.

(a) It is unlawful for any person to transact business within this

Territory or to maintain any place of business in the Territory or, if

incorporated, organized or formed under the laws of this Territory, to

transact business or maintain any place of business as either an Investment

Company or as an International Finance Company, or both, unless such

person:

(1) shall have filed a notification of intention with respect thereto

with the Administrator under this Title together with a non-refundable

filing fee of Five Hundred Dollars ($500); and

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(2) shall have in response to such notification of intention been

issued a receipt of satisfactory notification by the Administrator, which

receipt has not been withdrawn."

(b) The Administrator shall issue a receipt of satisfactory notification

upon a determination by him or the Governor that the proposed conduct set

forth in the notification of intention:

(1) is consistent with the purposes of this Title;

(2) is not likely to prejudice investors or lenders;

(3) is not likely to impose undue administrative or other burdens

on the government of Guam; and

(4) is likely to contribute to the sound and responsible

development of the securities and investment industry within or in

relation to Guam, and that the person filing the notice of intention is

capable of maintaining ethical and responsible business standards and

practices.

(c) No notification of intention may be filed, and no such receipt of

satisfactory notification issued with respect to any investment company or

international finance company, except one which is organized under the

laws of any state of the United States, the District of Columbia, or any

territory or possession of the United States other than Guam, and which

maintains its principal place of business within any such other jurisdiction,

unless:

(1) such notification of intention is confirmed as to its accuracy

by a person:

(i) who is registered as a broker-dealer or as an investment

adviser pursuant to this Title;

(ii) who has maintained such registration continuously for at

least two (2) years immediately prior thereto without any action

having been taken adverse to such broker-dealer or investment

adviser pursuant to § 46205 of this Title or otherwise; and

(iii) who maintains a business office within Guam; and

(2) there shall exist between such broker-dealer or investment

adviser and such investment company or international finance

company a business relationship (whether by common ownership,

managerial control, contractual relationship or otherwise) as appears

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satisfactory to the Administrator reasonably to assure that such broker-

dealer or investment adviser will be able to report accurately,

meaningfully and effectively to the Administrator concerning the

business affairs, practices and situation of such investment company or

international finance company, and to be able to cooperate effectively

with the Administrator in promoting compliance with this Title and to

assist the Administrator in being informed about the current affairs of

such investment company or international finance company, in

accordance with such reasonable obligations as the Administrator may

impose either at the time of notification, or thereafter, either on such

broker-dealer or investment adviser or on such investment company or

international finance company or both. Whenever any such broker-

dealer or investment adviser or any entity affiliated therewith through

common ownership or control shall have acted as an underwriter or

dealer with respect to any securities of any such investment company

or international finance company or as an investment adviser thereto,

within the prior two (2) years, such business relationship shall be

deemed to exist absent clear and convincing evidence to the contrary.

(d) Any such receipt of satisfactory notification of intention shall be

withdrawn whenever the Administrator shall reasonably determine that

under the then current circumstances as known to him, no receipt of

satisfactory notification would be issued upon the current filing of the

notification of intention by such investment company or international

finance company.

(e) For the purpose of this Title, Investment Company shall have the

same meaning (i) as it would have pursuant to Section 3(a) of the United

States Investment Company Act of 1940, without excluding any securities

from the definition of 'investment securities' contained in the final sentence

thereof, provided that the Administrator by rule may provide for exemptions

or exclusions from such meaning consistent with Section 3 of the

Investment Company Act of 1940 of the United States where the company's

business activity, assets and ownership are substantially located in Guam or

under such exemptions and exclusions, consistent with Section 3(b) or (c) of

such Act upon substantial compliance with the procedures provided for

under Subsection (c) of this Section, or (ii) as it has under any other law of

the United States or Guam and International Finance Company shall mean

any company:

(1) which is not an investment company;

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(2) which derives at least fifty percent (50%) of its annual gross

income as interest or similar fees or revenue from any of its

stockholders, or any affiliate of its stockholders or any person

responsible for the existence of such stockholder relationship; and

(3) which either:

(i) has outstanding obligations with an original maturity date

of longer than one (1) year in a principal amount greater than its

capital;

(ii) which holds, as assets, obligations of any one debtor

(including, for this purpose, obligations of all other entities which

are under common ownership control with a debtor) equal to an

amount greater than such company's capital; or

(iii) which has at least fifty percent (50%) of its obligations

guaranteed as to principal or interest by any one or more of its

debtors or convertible into the securities of any one or more of its

debtors.