Current through Register Vol. 63, No. 3, March 1, 2024
(1)
For purposes of ORS
59.175,
all salespersons or investment adviser representatives, except salespersons
desiring to work for a FINRA broker-dealer, must be licensed as provided in
this rule.
(2) A non-FINRA
broker-dealer, an issuer, or an owner of securities must submit to the director
a complete application to license a salesperson including:
(a) A completed Form U-4 or an alternate form
approved by the director;
(b) A
licensing fee for each salesperson as set in OAR 441-175-0002;
(c) Official notice of a passing score of the
appropriate examinations under section (5), if required for licensing under
this rule; and
(d) If employed by
more than one broker-dealer or state or federal covered investment adviser, an
undertaking required in section (10) of this rule.
(3) A state or federal covered investment
adviser must submit a complete application to the CRD if the CRD is capable of
accepting the application and if the CRD cannot accept the documentation it
must be submitted to the director. An application must contain the following:
(a) A completed Form U-4 or an alternate form
approved by the director;
(b) A
licensing fee for each investment adviser representative as set in OAR
441-175-0002;
(c) Official notice
of a passing score on the appropriate examination, if required for licensing
under section (6) of this rule; and
(d) If employed by more than one
broker-dealer or state or federal covered investment adviser, an undertaking
required in section (10) of this rule.
(4) The following salespersons or investment
adviser representatives are exempt from the examination requirements of section
(5) or (6) of this rule:
(a) Salespersons or
investment adviser representatives who have been licensed at any time in Oregon
during the two years immediately prior to filing an application for licensing
and whose current application is for the same type of license;
(b) Salespersons licensed to an issuer or
owner of securities where the securities have been registered under ORS
59.065
and OAR chapter 441, division 65; and
(c) Salespersons or investment adviser
representatives who have been licensed at any time in any jurisdiction during
the two years immediately prior to filing an application for licensing in
Oregon. For salespersons, this exemption is limited to the extent a salesperson
has previously taken and passed the examinations required by section (5) of
this rule.
(d) Salespersons that
have received a waiver from FINRA under Rule 9600, as in effect on the
effective date of this rule.
(5)
(a) A
salesperson to a non-FINRA broker-dealer, or an issuer or owner of securities,
who is not exempt from the examination requirements under section (4) of this
rule is required to pass the S-63 examination. In addition, a salesperson is
required to pass the specific examination which corresponds to the
salesperson's authorized sales activity; or
(b) A salesperson who is not exempt from the
examination requirements under section (4) of this rule is required to pass the
S-66 examination and Series 7 examination.
(6)
(a) An
investment adviser representative to a state or federal covered investment
adviser, who is not exempt from the examination requirements under section (4)
or subsection (6)(b) of this rule, is required to pass the examinations in one
of the following paragraphs:
(A) If the
applicant has passed the FINRA S-7 General Securities Representative
Qualification examination, then either the S-65 examination if taken prior to
January 1, 2000 or the S-66 examination if taken after January 1, 2000;
or
(B) The S-65 examination if
taken after January 1, 2000.
(b) The examinations in subsection (6)(a)
shall be waived for an individual who currently holds one of the following
professional designations:
(A) Chartered
Financial Analyst (CFA) granted by the Association for Investment Management
and Research;
(B) Certified
Financial Planner (CFP) issued by the Certified Financial Planner Board of
Standards, Inc.;
(C) Chartered
Financial Consultant (ChFC) awarded by The American College, Bryn Mawr,
Pennsylvania;
(D) Chartered
Investment Counselor (CIC) granted by the Investment Counsel Association of
America;
(E) Personal Financial
Specialist (PFS) administered by the American Institute of Certified Public
Accountants; or
(F) Such other
professional designation as the director may by order recognize.
(7) Limited licensed
salespersons or investment adviser representatives may only effect transactions
in or provide investment advice concerning securities for which their license
is issued.
(8) Alternate equivalent
examinations will be considered upon a written request to the director, stating
the examination to be replaced, the type of examination, and the material
covered in the alternate examination. Examinations which have been replaced by
a new examination will be accepted as an alternate equivalent examination
without written request.
(9) Waiver
of the examination requirement will be considered upon a written request to the
director. Waivers will be limited to applications showing a minimum of three
continuous years of securities related activity immediately prior to the
application and a pre-existing business relationship with a person who is now
in this state.
(10)
(a) A person may be licensed simultaneously
in this state as a salesperson with more than one broker-dealer or as an
investment adviser representative with a state or federal covered investment
adviser if all employers enter into an undertaking on a form approved by the
director. The undertaking shall contain the following provisions:
(A) The effective date of the salesperson's
or investment adviser representative's employment with the respective
employers;
(B) Consent by each
employer to the employment of the salesperson or investment adviser
representative by all other employers;
(C) An agreement by each employer to assume
joint and several liability with all other employers for any act or omission of
the person during the period of employment which violates the Oregon Securities
Law. This agreement will continue until written notice is given to the director
of the termination of the employment relationship; and
(D) An agreement that each employer will
license the salesperson or investment adviser representative with the director
and pay the applicable fees.
(b) No undertaking is required where:
(A) The salesperson is employed by one or
more issuers registered under the Investment Company Act of 1940,
15 U.S.C. §
80a-1 et seq, under common management or
control; or
(B) The employer, a
single entity, is licensed or has filed notice in Oregon as both a
broker-dealer and a state or federal covered investment adviser.
(c) Any changes in employment by a
salesperson or investment adviser representative which would result in
requiring an undertaking or changing the existing undertaking must be
immediately filed on a new undertaking form with the director.
(11) Where a salesperson desires
to work for an issuer or owner of securities:
(a) The salesperson must be a bona fide
officer, director or employee of the issuer or owner. No salesperson may be
licensed to more than one issuer or owner of securities simultaneously. No
person described in this subsection may be licensed to another issuer or owner
of securities until two years from the date of the original licensing or last
renewal of the prior offering. However, salespersons licensed to a single
issuer to sell a continuing issue may be renewed. A waiver of this subsection
may be requested from the director as provided in OAR 441-011-0020;
(b) Persons not otherwise licensed, who are
selling securities of an issuer for which notice has been filed under ORS
59.049
do not have to meet the requirements of subsection (a) of this
section.
(12) Once the
requirements of this rule are met, the director shall issue a license, which
may be conditioned or restricted under OAR 441-225-0030, for the salesperson or
investment adviser representative unless the director determines that licensing
should be denied on one or more grounds as set forth in ORS
59.205
to
59.225.
(13) If the application, the undertaking, any
supporting material or any representations made to the director are inaccurate
or incomplete in any material respect, the license shall be void.
(14) A salesperson or investment adviser
representative license issued pursuant to this rule automatically expires
without further action of the director as follows:
(a) The license of an issuer's or owner's
salesperson expires when the securities are no longer authorized for
sale;
(b) The license of every
salesperson or investment adviser representative licensed to a broker-dealer or
state or federal covered investment adviser expires on the same date that the
license of the broker-dealer or state investment adviser or the notice filing
of the federal covered investment adviser expires.
Forms referenced are available from the
agency.
Statutory/Other Authority: ORS
59.175
Statutes/Other Implemented: ORS
59.175
& ORS
59.165
