441-175-0120 Licensing of Salespersons or Representatives to Non-FINRA Broker-Dealers, State or Federal Covered Investment Advisers, Issuers and Owners of Securities (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. Statutory/Other Authority: ORS 59.175 Statutes/Other Implemented: ORS 59.175 & ORS 59.165 History: FSR 21-2018, amend filed 10/10/2018, effective 10/10/2018 FSR 1-2016, f. & cert. ef. 3-7-16 FCS 5-2013, f. & cert. ef. 11-15-13 FCS 1-2012, f. & cert. ef. 7-9-12 FCS 1-2004, f. & cert. ef. 5-19-04 FCS 2-2003(Temp), f. & cert. ef. 11-26-03 thru 5-21-04 FCS 9-2001, f. & cert. ef. 9-28-01 FCS 13-2000, f. & cert. ef. 11-6-00 FCS 5-1999, f. & cert. ef. 12-23-99 FCS 2-1994, f. & cert. ef. 1-7-94 FCS 1-1992, f. 1-31-92, cert. ef. 2-1-92 FCS 6-1988, f. 3-22-88, cert. ef. 3-25-88, Renumbered from 815-030-0070 FCS 7-1987(Temp), f. 9-24-87, cert. ef. 9-28-87 CC 1-1987, f. & cert. ef. 2-4-87 CC 9-1986(Temp), f. & cert. ef. 1-16-86 CC 16-1974, f. 5-13-74, cert. ef. 6-11-74, Renumbered from 815-030-0165 CC 13-1973, f. 9-19-73, cert. ef. 10-1-73