(a) An issuer
relying on the exemption in
AS
45.55.175 may use a website operated by a
third patty to advertise securities. A third-party website shall
(1) be operated by an entity that
(A) has its principal place of business in
this state;
(B) is incorporated or
organized in this state; and
(C)
has an active business license issued under AS 43.70;
(2) provide a disclaimer on its website
explaining that access to securities offerings on the third-party website is
limited to residents of this state only and that offers and sales of securities
are limited to residents of this state only;
(3) require an affirmative representation by
a visitor to the third-party website that the visitor is a resident of this
state before the visitor can view securities-related advertising materials on
the third-party website;
(4)
maintain and preserve the following records for a period of five years from the
date of the document or communication:
(A)
records of any compensation received for acting as a third-party website,
including the name of the payor, the date of the payment, and the name of the
issuer;
(B) any agreement or
contract between the third-party website and an issuer;
(C) any correspondence or other
communications with issuers; and
(D) ledgers or other records that reflect all
assets and liabilities, income and expense, and capital
accounts;
(5) file with
the administrator a notice form as prescribed by the administrator and pay the
filing fee required by
3
AAC 08.920(a)(14); and
(6) update any material change on the
third-party website notice form and file it with the administrator not later
than 30 days from the date of the change.
(b) A third-party website may not
(1) solicit, sell, or effect transactions in
securities unless it is a registered brokerdealer under
AS
45.55.030 or a funding portal as defined by
17 C.F.R.
227.300(c)(2), as revised as
of May 16, 2016 and adopted by reference;
(2) offer investment advice or
recommendations;
(3) compensate
employees, agents, or other persons for the solicitation of securities or based
on the sale of securities displayed or referenced on the third-party
website;
(4) hold, manage, possess,
or otherwise handle investor funds or securities;
(5) be affiliated with or under common
control with an issuer whose securities appear on the third-party
website;
(6) hold a financial
interest in an issuer as compensation for services provided to or on behalf of
an issuer; or
(7) employ a
director, officer, controlling person, or any affiliated person having
management authority over the third-party website who has been the subject of
any disqualifier described in the regulations adopted under 15 U.S.C.78
c(a)(39).
(c) Records of
a third-party website under this section are subject to reasonable periodic,
special, or other examination by the administrator, as the administrator
considers necessary or appropriate in the public interest or for the protection
of investors. An audit or examination may be made at any time and without prior
notice and the administrator may charge a fee associated with the examination
as described in
3
AAC 08.015(b).
(d) A third-party website notice filing under
this section expires on December 31 of each year and must be renewed by filing
an updated notice form and the annual fee with the administrator in order to
continue operating as a third-party website.
