Chapter 5

SECURITIES AGENT REGULATIONS

Section 1.                Initial Registration. Persons applying for securities agent registration shall:

(a)              Be affiliated with a broker-dealer who is currently registered with the Secretary of State, unless registering as an agent of an issuer under Section 2 of this Chapter.

(b)              Make initial application by completing the Uniform Application for Securities Industry Registration, Form U-4, in accordance with the form instructions, filing the form with the CRD, and paying the fee set forth in W.S. §17-4-410(b) through the CRD.

(c)              Take and achieve a passing score on the Uniform Securities Agent State Law Examination (USASLE, Series 63) or the Uniform Combined State Law Exam (Series 66) and take and pass any qualification examination for agents appropriate to the category of registration requested with FINRA or other securities exchange. The Secretary of State may waive this requirement if:

(i)                The applicant has taken and achieved a passing score on the Series 63 exam or Series 66 exam within two years of the date of application; or

(ii)              The applicant has taken and achieved a passing score on the Series 63 exam or Series 66 exam and has been registered in another jurisdiction without a lapse in registration for two or more years, or;

(iii)           The applicant was registered as a securities agent in Wyoming before January 1, 1982 and has been continuously registered since that time; or

(iv)            The applicant has been continuously registered in another jurisdiction not requiring the Series 63 Examination since January 1, 1982 or before or;

(v)              Is an executive corporate officer, director, corporate officer of a general partner or manager of an issuer marketing its own securities and who does not receive sales related remuneration.

Section 2.                Agent of an Issuer.

(a)              If registering as an agent representing an issuer, complete the appropriate portions of Form U-4. Sections of the Form U-4 solely applicable to registration as an agent for a brokerdealer may be left blank. Submit the application to the Secretary of State along with the fee as prescribed in W.S. §17-4-410(b).

(b)              Take and achieve a passing score on the Uniform Securities Agent State Law Examination (USASLE, Series 63) or the Uniform Combined State Law Exam (Series 66) consistent with the provisions in Chapter 5, Section 1(c) above.

(c)              The Secretary of State may make an agent of an issuer registration effective during the period an issuer's securities are being sold pursuant to an effective registration statement or being sold pursuant to certain pertinent securities exemptions. The agents of an issuer cease to be registered as securities agents when:

(i)                the issuer's registration statement ceases to be effectively registered; or

(ii)              the exempt offering is complete.

Section 3.                Securities Agent Renewal.

(a)              Securities agents employed by broker-dealers renew through the CRD according to instructions provided by CRD each year.

(b)              Agents of an issuer who wish to renew their registration shall renew registration on their anniversary effective date by submitting a letter to the Secretary of State.

(c)              All agents shall amend information on their application Form U-4 whenever the information on file changes, but not later than thirty days following a material change.

Section 4.                Termination.

(a)              When an agent ends its affiliation with a broker-dealer, the broker-dealer shall file the Uniform Termination Notice for Securities Industry Registration, Form U-5, with CRD. A broker-dealer shall file the U-5 of any agent within 30 days unless a longer period of time is approved by the Secretary of State.

(b)              Agents of an issuer may end their registration by submitting a letter to the Secretary of State indicating their desire to terminate their registration.

(c)              Issuers may end an agent's registration by submitting a letter to the Secretary of State indicating their desire to terminate the agent's registration.

Section 5.                Conduct.  Every agent shall observe high standards of commercial honor and just and equitable principles of trade in the conduct of their business. Acts and practices including but not limited to items set forth by NASAA on DISHONEST OR UNETHICAL BUSINESS PRACTICES OF BROKER-DEALERS AND AGENTS (Statement of Policy) adopted May 23, 1983 (found at www.nasaa.org), herein incorporated by reference, may be considered contrary to such standards. These acts and practices may constitute dishonest or unethical practices as found in W.S. 17-4-412(d)(xiii) or other listed grounds for denial, suspension or revocation of registration or such other action authorized by statute.

Section 6.                Required Disclosures for Investments that Incorporate a Social Objective.

(a)              If a securities agent incorporates a social objective into a discretionary investment decision to buy or sell a security or commodity for a customer or client, a recommendation or solicitation to a customer or client for the purchase or sale of a security or commodity, or the selection, recommendation or advice to a customer or client regarding the selection of a third-party manager or subadviser to manage the investments in the customer or client's account, then such securities agent shall disclose to such customer or client the existence of such incorporation.

(b)              The disclosure obligation under subsection (a) of this section is satisfied by providing clear and conspicuous disclosure, via written communication. Thereafter, the disclosure shall be provided to the customer or client on an annual basis and whenever the securities agent undergoes a suitability review with a customer or client.