reglab/statecodes huggingface dataset:
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-2 - GENERAL RULES › Section 830-X-2-.04 - Nondisclosure Of Information Obtained In The Course Of Examinations And Investigations

Current through Register Vol. 42, No. 9, June 28, 2024
Information or documents obtained by members of the Commission or employees of the Commission in the course of any examination or investigation pursuant to
Code of Ala. 1975
, Title 8, Chapter 6, Section 15, shall, unless made a matter of public record, be deemed confidential. Members of the Commission and employees are hereby prohibited from making such confidential information or documents or any other nonpublic records of the Commission available to anyone other than a member or employee of the Commission, unless the Commission has authorized the disclosure of such information or the production of such documents as not being contrary to the public interest. Any member or employee of the Commission who is served with a subpoena requiring the disclosure of such information or the production of such documents shall appear in court and, unless the authorization described in the preceding sentence shall have been given, shall disclose the information or produce the documents called for, only upon specific direction of a court of competent jurisdiction. Any member or employee of the Commission who is served with such a subpoena shall promptly advise the Commission of the service of such subpoena, the nature of the information documents sought, and any circumstances which may bear upon the desirability of making available such information or document. This rule shall not be construed to inhibit or affect the cooperation or exchange of information documents by the Commission with other law enforcement, regulatory, or prosecuting agencies.
Author:
Statutory Authority:
Code of Ala. 1975
, § 8-5-15.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-2 - GENERAL RULES › Section 830-X-2-.05 - Definitions - Unless Otherwise Expressly Provided

Current through Register Vol. 42, No. 9, June 28, 2024
(1) The term
associated person
means any partner, officer, director (or any person occupying a similar status or performing similar functions) or any natural person directly or indirectly controlling, or controlled by, an applicant or registrant (other than employees whose functions are only clerical or ministerial).
(2) The term
home office
or
principal office
shall mean the place where the chief or principal affairs and business of the applicant or registrant are transacted.
(3) The term
main office
shall mean the primary branch office located in this state, provided that the applicant or registrant does not maintain a home or principal office in this state as otherwise defined.
(4) The term
branch office
shall mean any office of an applicant or registrant located in Alabama and other than a principal or home office, which is owned or controlled by an applicant or registrant and engaged in the securities business. In determining whether an office or the activities of a person associated with an applicant or registrant in an area constitutes a branch office, the following standards shall be used:
(a) The applicant or registrant, directly or indirectly, contributes a portion of the operating expenses of any address used by a person associated with an applicant or registrant engaged in the securities business, whether commercial office space or residence. Operating expenses, for purposes of this standard shall include items normally associated with the cost of operating the business; or
(b) The applicant or registrant authorizes a listing in any publication or other media, including a professional dealer's digest or a telephone directory, designating an address as an office.
(c) The Commission may classify any address of an applicant or registrant as a
branch office
if the Commission determines that the above standards are reasonably met.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-2 - GENERAL RULES › Section 830-X-2-.06 - Advertising And Sales Literature

Current through Register Vol. 42, No. 9, June 28, 2024
(1)  Every advertisement and all sales literature used in connection with an offering of securities registered under this Act, must be authorized in writing by the Commission before being placed or used in newspapers or other means of public communication unless it is within the requirements and rules promulgated by the National Association of Securities Dealers, concerning advertisements for use in newspapers or any other means of public communication or satisfies the requirements of the Securities Act of 1933 any statement of policy by the Securities and Exchange Commission concerning advertisements and sales literature, or contains no more than the following:
(a) Date of issuance or release
(b) Name and address of issuer
(c) Identity or title of securities
(d) Amount of offering
(e) Brief statement of general character
(f) Address where prospectus or offering circular may be obtained
(2) The use of any sales material in such a fashion as to be deceptive or misleading is prohibited. An example of such practice is as follows: A distribution of any nonfactual data, material or presentation based on conjuncture, unfounded or extravagant claims or assertions in any brochure or display by words, pictures, graphs or otherwise designed or tending to supplement, detract from, supersede or defeat the purpose or effect of the prospectus or disclosures therein.
Author:
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-2 - GENERAL RULES › Section 830-X-2-.07 - Applications

Current through Register Vol. 42, No. 9, June 28, 2024
All applications for registrations shall be submitted on forms authorized by the Alabama Securities Commission. All information requested in such application is essential and must be furnished. Any application which is not adequately and properly submitted will be returned for completion. Additional exhibits not called for in an application, but which are essential to a full representation of the facts, shall be furnished and properly identified. All exhibits filed become a part of the permanent records of the Commission and are not returnable.
Author:
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.01 - Application For Registration As A Dealer

Current through Register Vol. 42, No. 9, June 28, 2024
(1) Each dealer shall file a complete Form BD and any other documentation required by law or by rule, regulation or order of the Commission.
(2) If the information contained in any application for registration as a dealer, or in any amendment thereto, becomes inaccurate for any reason, the dealer shall file an amendment on Form BD within 30 days correcting such information in the manner provided in the General Instructions accompanying the form.
(3) Registration of all dealers shall expire on December 31st of each year unless renewed for the following year by that date.
Author:
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.02 - Application For Registration As An Agent

Current through Register Vol. 42, No. 9, June 28, 2024
(1) Application for registration as an NASD member agent shall be filed on Form U-4 and in compliance with all requirements of the NASAA/NASD Central Registration Depository System, or its successor, and in compliance with all requirements of law or by rules, regulations or orders of the Commission.
(2) Application for registration as a non-NASD agent shall be filed on Form U-4 directly with the Commission and in compliance with all requirements of law or by rules, regulations or orders of the Commission.
(3) Whenever the information contained in an agent's U-4 becomes inaccurate or incomplete for any reason, it is the responsibility of the issuer or dealer to correct such information by the filing of an amendment on Form U-4 within 30 days with the Central Registration Depository, or its successor, for NASD agents and directly with the Commission for all other agents.
(4) Whenever an agent's registration is terminated, it shall be the responsibility of the issuer or dealer to file a Form U-5 within 30 days with the Central Registration Depository, or its successor, for NASD agents and directly with the Commission for all other agents.
(5) Agent transfers from one dealer or issuer to another are accomplished by filing Form U-4 with the Central Registration Depository, or its successor, for NASD agents and directly with the Commission for all other agents. Fees shall be incurred with each agent transfer in accordance with §§
								8-6-3(h).
(6) Registration of all agents shall expire on December 31st of each year unless renewals for the following year are completed by that date.
Author:
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.03 - Application For Registration As An Investment Adviser

Current through Register Vol. 42, No. 9, June 28, 2024
(1) Each investment adviser shall file a Form ADV and any other documentation the Commission may require.
(2) If the information contained in any application for registration, or in any amendment thereto, becomes inaccurate for any reason, the investment adviser shall within 30 days file an amendment on Form ADV correcting such information in the manner provided in the General Instructions accompanying the form.
(3) Registration of all investment advisers shall expire on December 31st of each year unless renewals for the following year are completed by that date.
Author:
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.04 - Application For Registration As An Investment Adviser Representative

Current through Register Vol. 42, No. 9, June 28, 2024
(1) Application for registration as an investment adviser representative shall be filed on Form U-4 with the Commission, or its designee, and in compliance with all requirements and rules prescribed by the Commission.
(2) Whenever the information contained in an investment adviser representative's Form U-4 becomes inaccurate or incomplete for any reason, it shall be the responsibility of the investment adviser with whom employment has terminated to correct such information by the filing of an amendment on Form U-4 with the Commission within 30 days.
(3) Whenever an investment adviser representative's registration is terminated, it shall be the responsibility of the investment adviser with whom employment has terminated to correct such information by filing a Form U-5 with the Commission within 30 days of the investment adviser representative's termination date.
(4) Investment adviser representatives' transfers from one investment adviser to another is accomplished by filing Form U-4 with the Commission and payment of the fee in accordance with §
								8-6-3(h).
(5) Registration of all investment adviser representatives shall expire on December 31st of each year unless renewals for the following year are completed by that date.
Author:
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.05 - Statement Of Financial Condition

Current through Register Vol. 42, No. 9, June 28, 2024
(1) An applicant filing a new application for registration as a dealer or investment adviser shall file a balance sheet prepared in accordance with generally accepted accounting principles, dated not more than ninety days prior to the date of filing. Such balance sheet shall be in compliance with Rule 830-X-3-.05(4) or audited in accordance with generally accepted auditing standards accompanied by an unqualified opinion of an independent certified public accountant registered with the Alabama State Board of Public Accountancy or a similar board of the state in which the certifying accountant resides.
(2) If an applicant is registered with the United States Securities and Exchange Commission, National Association of Securities Dealers, Inc., or a recognized stock exchange, the filing with the Commission of financial reports prepared in accordance with the rules and requirements of that organization shall satisfy the requirements of this rule; however, should such a report be submitted, it shall be accompanied by a balance sheet attested to by an officer of the applicant, unless said report contains an opinion as set forth in paragraph (1) of this rule.
(3)
(a) Except as otherwise ordered by the Commission, all persons to be registered as investment advisers in this state shall file a balance sheet audited in accordance with generally accepted auditing standards accompanied by an unqualified opinion of an independent certified public accountant registered with the Alabama State Board of Public Accountancy or a similar board of the state in which the certifying accountant resides, within sixty (60) days after the close of the registrant's fiscal period.
(b) For the purpose of satisfying the provisions of
Code of Ala. 1975
, §
									8-6-3(g), relating to the filing of yearly audited financial statements of broker-dealers, the filing of financial reports with the U.S. Securities and Exchange Commission ("SEC") pursuant to SEC Rule 17a-5 (   17 C.F.R. 240.17   a- 5(1991) as amended will be deemed to satisfy the provisions of the section.
(c) All persons required to be registered as investment advisers or dealers in this state shall file with the Commission, within 15 days of a written request of the Commission staff, their most recent financial statements audited in accordance with generally accepted auditing standards accompanied by an unqualified opinion of an independent certified public accountant registered with the Alabama State Board of Public Accountancy or a similar board of the state in which the certifying accountant resides.
(d) Any financial statements submitted to the Commission staff for the purposes of satisfying a request made pursuant to subdivision (3)(c) of this rule must accurately represent the financial condition of the dealer or investment adviser as of a date within twelve months of the date of such request.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.06 - Net Capital Required

Current through Register Vol. 42, No. 9, June 28, 2024
(1) For the purpose of this rule, and for the purpose of initial or renewal registration pursuant to Section 3, Title 8,
Code of Ala. 1975
, Net Capital shall be computed as follows: Assets minus total liabilities, excluding liabilities which are subordinated to the claims of creditors pursuant to a satisfactory subordination agreement as defined in Appendix D of Rule 15c3-l under the Securities Exchange Act of 1934 (  17 C.F.R. §240.15c3 -l d) as amended.
(2) All dealers shall have and maintain net capital of not less than $50,000 as computed in (1) above.
(3) All investment advisers shall have and maintain net capital of not less than $10,000 as computed in (1) above.
(4) Except as otherwise ordered by the Commission, those dealers and investment advisers that maintain custody of customer funds or that have discretionary authority over customer accounts shall post a $50,000 surety bond in addition to maintaining the net capital required by this rule (830-X-3-.06).
(5) Any dealer or investment adviser who fails to maintain the minimum net capital required under this rule shall immediately suspend business operations and notify the Commission within three (3) business days of such fact. Such dealer or investment adviser shall not resume business operations unless and until financial statements which verify compliance with this rule have been submitted and approved by the Commission in writing.
(6) In lieu of the net capital requirements of the foregoing subsections of this rule and the provisions concerning net capital in
Code of Ala. 1975
, Section 8-6-3(f)(2), the Commission will accept as an alternative for licensing purposes a bond of not less than $50,000, payable, executed and conditioned as set out in (7) of this rule (830-X-3-.06).
(7) Any surety bond required under this rule shall be payable to the State of Alabama, shall be executed by the dealer or investment adviser and a corporation qualified to do business as a surety company in the State of Alabama and shall be in such form and subject to such conditions as the Commission shall from time to time designate. Any person damaged by any breach in the conditions of said bond shall have a right of action upon said bond for the damages suffered thereby. Any action to enforce liability under the bond must be brought within the period of time specified in
Code of Ala. 1975
, §
								8-6-19(f). One or more recoveries upon such bond shall not vitiate the same, but the aggregate amount of such recoveries thereon shall not exceed the amount of such bond. Any recovery on such bond shall be sufficient cause for canceling or revoking such dealer's or investment adviser's registration.
Author:
Formerly Rule No. 830-X-3-.04. Emergency rule filed May 9, 1991.
Amended:
Filed September 11, 1991.
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.08 - Written Examinations

Current through Register Vol. 42, No. 9, June 28, 2024
(1) Each officer, director, partner or any person occupying a similar status or performing similar functions of a dealer applicant, or an agent applicant, who intends to engage in securities transactions must satisfy both the following exam requirements:
(a) An examination on state securities law which will be satisfied by passing the Uniform Securities Agent State Law Examination (USASLE) administered by the National Association of Securities Dealers (NASD) or the Uniform Combined State Law Examination (UCSLE or Series 66); and
(b) An examination on general or limited securities principles which will be satisfied by the applicant showing evidence of passing the appropriate examination(s) required by NASD for the activity in which the applicant will be engaged.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.09 - Dual Registration

Current through Register Vol. 42, No. 9, June 28, 2024
Registration of any "associated person" simultaneously with more than one issuer, dealer, or investment advisor is prohibited, except as may be allowed on a case by case basis by the Director after a determination is made that the waiver would be in the public interest.
Author:
Alabama Securities Commission
Formerly Rule No. 830-X-3-.06.
Amended:
Filed June 21, 1999; effective July 26, 1999.
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.10 - Notice Of Civil, Criminal Or Administrative Action Required

Current through Register Vol. 42, No. 9, June 28, 2024
An applicant or registrant named as a defendant or respondent in one or more of the following actions shall notify the Commission within thirty (30) days in writing of any such action:
(a) Criminal charges punishable by imprisonment for more than six months, charges involving securities or any aspect of the securities business, or any felony;
(b) Civil charges involving a security or any aspect of the securities business or any activity alleging a breach of a fiduciary trust, or fraud;
(c) Administrative charges involving a security or any aspect of the securities business, or any activity alleging a breach of a fiduciary trust, or fraud;
(d) Any proceeding in which an adverse decision could result in:
1. a denial, suspension or revocation, or the equivalent of those terms, of a license, permit, registration or charter; or
2. an expulsion or bar from membership in any professional association or organization.
Author:
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.12 - Suitability Of Recommendations

Current through Register Vol. 42, No. 9, June 28, 2024
Every dealer, investment adviser and every associated person thereof who recommends to a customer the purchase, sale or exchange of any security shall have reasonable grounds to believe and shall believe that the recommendation is suitable for such customer on the basis of information furnished by such customer after reasonable inquiry concerning the customer's investment objectives, financial situation and needs, and any other information known by such dealer, investment adviser or associated person thereof.
Author:
Formerly Rule No. 830-X-3-.10.
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.13 - Supervision Of Associated Persons

Current through Register Vol. 42, No. 9, June 28, 2024
(1) Every dealer, issuer or investment adviser, and officers, directors and partners thereof, shall exercise diligent supervision over all the securities activities of its associated persons.
(2) Every associated person of the dealer, issuer or investment adviser shall be subject to the supervision of a supervisor designated by such dealer, issuer or investment adviser. The supervisor may be a partner, officer, director, office manager, or any other qualified associated person, or in the case of a sole proprietorship, the sole proprietor.
(3) As part of its responsibility under this rule, every dealer, issuer or investment adviser shall establish, maintain and enforce written procedures, a copy of which shall be kept in each business office, which shall set forth the procedures adopted by the dealer, issuer or investment adviser to comply with the following duties imposed by this rule, and shall state at which business office or offices the dealer, issuer or investment adviser keeps and maintains the records required by Rules 830-X-3-.14 and 830-X-3-.16, as appropriate.
(a) The review and written approval by the designated supervisor of the opening of each new customer account;
(b) The frequent examination of all customer accounts to detect and prevent irregularities or abuses;
(c) The prompt review and written approval by the designated supervisor of all securities transactions by associated persons and all correspondence pertaining to the solicitation or execution of all securities transactions by associated persons;
(d) The review and written approval by the designated supervisor of the delegation by any customer of discretionary authority with respect to his account to a stated associated person or persons of the dealer, issuer or investment adviser and the prompt written approval by such designated supervisor of each discretionary order entered on behalf of that account; and
(e) The prompt review and written approval of the handling of all customer complaints.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.17 - Disclosure Requirements For Investment Advisers

Current through Register Vol. 42, No. 9, June 28, 2024
(1) A copy of Part II of Form ADV must be given to clients of investment advisers, or a brochure containing such information may be utilized.
(2) The investment adviser or its registered representatives shall deliver the disclosure information required by this section to an advisory client or prospective advisory client:
(a) Not less than 48 hours prior to entering into any investment advisory contract with such client or prospective client, or
(b) At the time of entering into any such contract, if the advisory client has a right to terminate the contract without penalty within five calendar days after entering into the contract.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.18 - "Twisting" Or "Churning" Prohibited

Current through Register Vol. 42, No. 9, June 28, 2024
(1) No dealer, investment adviser, agent or investment adviser representative, or officer, partner, director, or agent of any thereof, shall effect or induce or attempt to induce any transaction in any insurance or securities portfolio of a prospective investor or customer for the purpose of sale or purchase of securities, mutual funds or insurance, or any other investment, by "twisting" or "churning." "Twisting" and "churning" are prohibited and shall be grounds for revocation, suspension, denial, censure, bar, administrative assessment, fine or any other penalty that may be imposed by the Commission.
(2) "Twisting" shall mean the making of any false or misleading representation pertaining to, or any incomplete or fraudulent comparison with respect to, any life insurance policy, insurer, security, mutual fund, or other investment or issuer for the purpose of inducing or tending to induce any person to cash in or convert any security or to lapse, forfeit, surrender or terminate any life insurance policy and substitute any security therefor.
(3) "Churning" shall mean any action of a dealer, investment adviser, agent or investment adviser representative, or officer, partner, director or agent of any thereof, acting in its own interest and against the interest of its customer, which effects or induces transactions in the customer's account which are excessive in size and frequency in the light of the nature of the account and the financial resources and investment needs and objectives of the customer.
Author:
Formerly Rule No. 830-X-3-.08.
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.19 - Custody Of Client Funds Or Securities By Investment Advisers

Current through Register Vol. 42, No. 9, June 28, 2024
An investment adviser who takes or has custody of any securities or funds of any client must comply with the following:
(a) The investment adviser shall notify the Commission that it has or may have custody. Such notification may be given on Form ADV.
(b) The securities of each client must be segregated, marked to identify the particular client having the beneficial interest therein and held in some place reasonably free from risk of safekeeping destruction or other loss.
(c) All client funds must be deposited in one or more bank accounts containing only clients' funds.
1. Such account or accounts must be maintained in the name of the investment adviser or agent or trustee for such clients, and
2. The investment adviser must maintain a separate record for each such account showing the name and address of the bank where the account is maintained, the dates and amounts of deposits in and withdrawals from the account, and the exact amount of each client's beneficial interest in the account.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.20 - Agency Cross Transactions

Current through Register Vol. 42, No. 9, June 28, 2024
(1) For purposes of this rule, agency cross transaction means a transaction in which an investment adviser, or any person controlled by, or under common control with such investment adviser, including an investment adviser representative, acts as a dealer for both the advisory client and the person on the other side of the transaction.
(2) An investment adviser effecting an agency cross transaction for an advisory client shall comply with the following conditions:
(a) Obtain from the advisory client a written consent prospectively authorizing the investment adviser to effect agency cross transactions for such client.
(b) Before obtaining such written consent from the client, disclose to the client in writing that, with respect to agency cross transactions, the investment adviser will act as dealer for, receive commission from and have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transactions.
(c) At or before the completion of each agency cross transaction, send the client a written confirmation. The written confirmation shall include a statement of the nature of the transaction, the date the transaction took place, an offer to furnish, upon request, the time when the transaction took place and the source and amount of any other remuneration the investment adviser received or will receive in connection with the transaction. In the case of a purchase, if the investment adviser was not participating in a distribution, or, in the case of a sale, if the investment adviser was not participating in a tender offer, the written confirmation may state whether the investment adviser has been receiving or will receive any other remuneration and that the investment adviser will furnish to the client the source and amount of such remuneration upon the client's written request.
(d) At least annually, and with or as part of any written statement or summary of the account from the investment adviser, send each client a written disclosure statement identifying:
1. The total number of agency cross transactions during the period since the date of the last such statement or summary, and
2. The total amount of all commission or other remuneration the investment adviser received or will receive in connection with agency cross transactions during the period.
(e) Each written disclosure and confirmation required by this rule must include a conspicuous statement that the client may revoke the written consent required under subsection (2)(a) of this rule at any time by providing written notice of revocation to the investment adviser.
(f) No agency cross transaction may be effected in which the same investment adviser recommended the transaction to both any seller and any purchaser.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.22 - Advertisements By Investment Advisers

Current through Register Vol. 42, No. 9, June 28, 2024
(1) It is a fraudulent, deceptive or manipulative act, practice or course of business, within the meaning of the state securities act, for an investment adviser, directly or indirectly, to publish, circulate or distribute any advertisement which:
(a) Refers, directly or indirectly, to any testimonial of any kind concerning the investment adviser or concerning any advice, analysis, report or other service rendered by such investment adviser;
(b) Refers, directly or indirectly, to past specific recommendations made by the investment adviser which were, or would have been, profitable to any person. This clause does not, however, prohibit an advertisement which sets out or offers to furnish a list of all recommendations made by such investment adviser within the immediately preceding period of not less than one year. The advertisement (or list if it is offered separately) must state the name of each such security recommended, the date and nature of each such recommendation (i.e., whether to buy, sell or hold), the market price at that time, the price at which the recommendation was to be acted upon, and the market price of each such security as of the most recent practicable date. It must also contain the following cautionary legend on the first page in print or type as large as the largest print or type used in the body or text thereof: "It should not be assumed that recommendations made in the future will be profitable or will equal the performance of the securities in this list.";
(c) Represents, directly or indirectly, that any graph, chart, formula or other device being offered can in and of itself be used to determine which securities to buy or sell, or when to buy or sell them; or which represents directly or indirectly, that any graph, chart, formula or other device being offered will assist any person in making his own decisions as to which securities to buy or sell, or when to buy or sell them, without prominently disclosing in such advertisement the limitations thereof and any difficulties with respect to its use;
(d) Contains any statement to the effect that any report, analysis, or other service will be furnished free of charge, unless such report, analysis or other service actually is or will be furnished entirely free and without any condition or obligation, directly or indirectly; or
(e) Contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading, or which is otherwise false or misleading.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.23 - Change In Name Or Legal Entity

Current through Register Vol. 42, No. 9, June 28, 2024
(1) Where only a change in name of an applicant or registrant occurs, notice of such fact shall be promptly filed on Form BD or Form ADV, as appropriate and as provided therein, and the following exhibits shall be filed within thirty (30) days:
(a) Any amendments of organizational documents, and
(b) Satisfactory rider or endorsement to the registrant's bond by surety agreeing to the change in name, if a surety bond was required and currently on file.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.24 - Notice Of Changes Of Officers, Partners, Directors Or Controlling Persons

Current through Register Vol. 42, No. 9, June 28, 2024
In the event of a change of the officers, partners, directors or controlling persons, as defined by these rules, of any applicant or registrant, written notice of such fact or change shall be filed with the Commission, or its designee, within thirty (30) days, as provided by Form BD or Form ADV.
Author:
Formerly Rule No. 830-X-3-.15.
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.25 - Branch Offices

Current through Register Vol. 42, No. 9, June 28, 2024
(1) Every dealer or investment adviser registered in Alabama shall notify the Commission of the establishment of any office in Alabama, as well as its address, and the name or names of the branch managers and the method of compensation for those branch managers.
(2) Such notification of the establishment of or any change in the location of the office or the identity of the branch manager must be filed in the form prescribed by the Commission within thirty (30) days from the date of the establishment or change.
Author:
Formerly Rule No. 830-X-3-.16.
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.26 - Termination Of Registration As Dealer, Investment Adviser, Agent, Or Investment Adviser Representative

Current through Register Vol. 42, No. 9, June 28, 2024
(1) In the event a registrant should terminate registration or be terminated for any reason, notice of such fact in the forms prescribed by either the Commission, the National Association of Securities Dealers, or the United States Securities and Exchange Commission shall be filed within thirty (30) days with the Commission or its designee.
(2) A dealer and investment adviser shall be responsible for the acts of all executive officers, directors, partners, other associated persons, agents, and investment adviser representatives until such time as they have been properly terminated as provided in this rule.
Author:
Formerly Rule No. 830-X-3-.17.
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.27 - Use Of Certain Names Prohibited

Current through Register Vol. 42, No. 9, June 28, 2024
An applicant for registration as a dealer or investment adviser shall not use a name so similar to that of another dealer or investment adviser whether registered in this state or not, or a bank, insurance company, trust company, or other entity, so as to be misleading or confusing to the public, unless the applicant is affiliated with the similarly named entity and submits documentation of same to the Commission or the applicant has obtained a written release from the similarly named entity and furnishes an original of said release to the Commission.
Author:
Formerly Rule No. 830-X-3-.19.
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-3 - REGISTRATION OF DEALERS, AGENTS, INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 830-X-3-.28 - The Use Of Senior-Specific Certifications And Professional Designations

Current through Register Vol. 42, No. 9, June 28, 2024
(1) The use of a senior-specific certification or professional designation by any person in connection with the offer, sale, or purchase of securities, or the provision of advice as to the value of or the advisability of investing in, purchasing, or selling securities, either directly or indirectly or through publications or writings, or by issuing or promulgating analyses or reports relating to securities, that indicates or implies that the user has special certification or training in advising or servicing senior citizens or retirees, in such a way as to mislead any person shall be a dishonest and unethical practice in the securities business within the meaning of
Code of Ala. 1975
, §
								8-6-17(b)(4). The prohibited use of such certifications or professional designation includes, but is not limited to, the following:
(a) use of a certification or professional designation by a person who has not actually earned or is otherwise ineligible to use such certification or designation;
(b) use of a nonexistent or self-conferred certification or professional designation;
(c) use of a certification or professional designation that indicates or implies a level of occupational qualifications obtained through education, training, or experience that the person using the certification or professional designation does not have; and
(d) use of a certification or professional designation that was obtained from a designating or certifying organization that: is primarily engaged in the business of instruction in sales or marketing;
(i) does not have reasonable standards or procedures for assuring the competency of its designees or certificants;
(ii) does not have reasonable standards or procedures for monitoring and disciplining its designees or certificants for improper or unethical conduct; or
(iii) does not have reasonable continuing education requirements for its designees or certificants in order to maintain the designation or certificate.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-4 - REGISTRATION OF SECURITIES › Section 830-X-4-.01 - Applications

Current through Register Vol. 42, No. 9, June 28, 2024
Applications for registration of securities by Coordination shall be submitted on Form U-1, the uniform Application to Register Securities. Applications for registration of securities by Qualification shall be submitted on Form 33 supplied by the Securities Commission. All information requested on the application is essential and must be furnished. An application which is not adequately and properly submitted will be returned for completion. Additional exhibits not called for in the application, but which are essential to a full representation of the facts, should be furnished and properly identified. All exhibits filed become a part of the permanent records of this office.
Author:
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-4 - REGISTRATION OF SECURITIES › Section 830-X-4-.02 - Filing Of Prospectus

Current through Register Vol. 42, No. 9, June 28, 2024
(1) An applicant for registration of securities must file a related prospectus containing significant information about the issuer and the offering so that the Commission may ascertain if the proposed offering meets the requirements of Title 8,
Code of Ala. 1975
. The prospectus must be in the hands of a prospective purchaser prior to the consummation of the sale of any securities thereof and every prospectus must carry the following information shown boldly on the outside cover:
"THESE SECURITIES ARE OFFERED PURSUANT TO AN ORDER OF REGISTRATION ISSUED BY THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY PROSPECTUS OR SELLING LITERATURE; ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE."
(2) Any prospectus which depicts the United States Securities and Exchange Commission's statement pursuant to a registration statement filed under the Securities Act of 1933 or a letter of notification under Regulation A or a schedule under Regulation B of the General Rules and Regulations of the Securities Act of 1933 will be considered in conformance with the above requirement.
Author:
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-4 - REGISTRATION OF SECURITIES › Section 830-X-4-.04 - Termination Date Of Prospectus

Current through Register Vol. 42, No. 9, June 28, 2024
(1) In the event that an offering of securities is not completed within nine (9) months from the effective date of registration, a revised prospectus shall be prepared and filed for approval by the Commission not later than thirty (30) days prior to the expiration date of the prospectus then in use. The revised prospectus shall provide supplemental information as may be deemed necessary by the Commission in order that investors may exercise an informed judgment in determining whether or not to purchase such securities. Such information shall include updated financial statements.
(2) No prospectus shall be used after the material contained therein becomes materially inaccurate or misleading. In such event, sales shall be discontinued and a revised prospectus shall be prepared and filed for approval by the Securities Commission.
(3) This rule shall not apply to offerings by open-end investment companies or offerings subject to the provisions of the Securities Act of 1933 and General Rules and Regulations thereunder as amended.
Author:
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-4 - REGISTRATION OF SECURITIES › Section 830-X-4-.05 - Circulation Of Preliminary Prospectuses

Current through Register Vol. 42, No. 9, June 28, 2024
Preliminary prospectuses may be distributed in Alabama by a registered Alabama dealer or by an issuer provided that an application to register the securities offered is pending before the Commission, and provided:
(a) An application to register the securities is also pending before the Securities and Exchange Commission.
(b) The applicant has not been notified of proceedings under Section 8(b) or 8(d) of the Securities Act of 1933 or by this Commission that the application for registration is substantially deficient and the circulation of a preliminary prospectus is not appropriate in light of the deficient application.
(c) The outside front cover page of the prospectus shall bear, in red ink, the caption, "Preliminary Prospectus," the date of its issuance, and the following statement printed in type as large as that generally in the body thereof:
"A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BECOME EFFECTIVE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE."
Author:
Statutory Authority:
Code of Ala. 1975
, §
										8-6-23.
Alabama Administrative Code › Title 830 - ALABAMA SECURITIES COMMISSION › Chapter 830-X-4 - REGISTRATION OF SECURITIES › Section 830-X-4-.07 - Promoters Equity Investment Ratio

Current through Register Vol. 42, No. 9, June 28, 2024
(1) In offerings where the issuer is the promotional or developmental stage, the promoters, insiders, officers, directors and organizers shall participate to the minimum extent of fifteen percent (15%) of the total amount of capital and contributed surplus represented by equity securities being offered to the public. The promoters' equity securities shall be paid for in cash or with tangible assets reasonably valued. In determining the reasonable value of tangible assets contributed, the Commission may take into consideration any values as determined by one or more independent appraisals or otherwise.
(a) An issuer which is in the "promotional and developmental stage" shall mean an issuer which has no significant record of operations or earnings prior to the proposed offering date or the offering of whose securities cannot be justified on the basis of such record.
(b) The promoters shall pay for such securities in the minimum ratio of 1 for 2; for example, common stock proposed to be offered to the investing public at $5.00 per share may not be purchased by a promoter or insider at less than $2.50 per share.