PURPOSE: This rule prescribes exemptions from registration for broker-dealers, agents, investment advisers, and investment adviser representatives.

1. (1) Canadian Limited Registration Exemption.

   1. (A) Broker-Dealer Exemption. A brokerdealer that is registered in Canada and who has no office or other physical presence in this state is exempted from broker-dealer registration pursuant to section 409.4-401(d), RSMo, provided it complies with the following conditions:

      1. 1. Registered with or is a member of a

self-regulatory organization in Canada, stock exchange in Canada or the Bureau des services financiers;

1. 2. Maintains in good standing its provin-

cial or territorial registration and its registration with or membership in a self-regulatory organization in Canada, stock exchange in Canada or the Bureau des services financiers; and and Investment Adviser Representatives

1. 3. Effects or attempts to effect transac-

tions in securities:

1. A. With or for a person from Canada

who is temporarily present in this state, with whom the Canadian broker-dealer had a bona fide broker-dealer-client relationship before the person entered the United States; or

1. B. With or for a person from Canada

who is present in this state, whose transactions are in Canadian self-directed tax advantaged retirement account of which the person is the holder or contributor.

1. (B) Agent Exemption. An agent who represents a Canadian broker-dealer that is exempt under this rule is exempt from agent registration under section 409.4-402, RSMo.

1. (2) Exemption from Agent Registration for Agricultural Cooperative Agents. An individual who represents an agricultural cooperative and who effects or attempts to effect transactions in the cooperative’s securities exempted under 15 CSR 30-54.195 is exempt from registering as an issuer agent under section 409.4-402, RSMo provided the following conditions are met:

   1. (A) The individual is currently employed in the capacity of store or plant manager by the issuer agricultural cooperative or an agricultural cooperative that is a member of the issuer agricultural cooperative;
   2. (B) The individual’s name and address has been properly submitted by the agricultural cooperative in the most recent notice filing under 15 CSR 30-54.195(2)(A); and
   3. (C) General solicitation is not made in connection with the offer to sell or sale of the securities.

2. (3) Exemption from Investment Adviser Registration for Broker-Dealers with Investment Adviser Capacity.

   1. (A) A broker-dealer registered under section 409.4-401, RSMo that transacts business in this state as an investment adviser is exempt from registering as an investment adviser under section 409.4-403, RSMo provided that the broker-dealer complies with the following conditions:

      1. 1. The broker-dealer must control and

supervise all investment advisory activities of the investment adviser representatives; and

1. 2. The broker-dealer must comply with

the notice filing requirement set forth in 15 CSR 30-51.020(1)(C). (4) Exemption from Investment Adviser Representative Registration for Broker-Dealer Agents. A broker-dealer agent registered under section 409.4-402, RSMo that transacts business in this state as an investment adviser representative is exempt from registering as an investment adviser representative under section 409.4-404, RSMo provided that the investment adviser representative is under the control and supervision of the registered broker-dealer.

1. (5) Exemption from Investment Adviser Representative Registration for Solicitors. A person who is paid a solicitor fee pursuant to 15 CSR 30-51.145(1) is exempt from registering as an investment adviser representative.

2. (6) Exemption from Investment Adviser Registration for Certain Investment Advisers.

   1. (A) An investment adviser is exempt from the registration requirements of section 409.4-403 provided the following conditions are met:

      1. 1. The investment adviser is exempt

from registration under section 203(b)(3) of the Investment Advisers Act of 1940 (15 U.S.C. section 80b-3(b)(3)); and

1. 2. The investment adviser engages in the

business of providing investment advice to fifteen (15) or fewer clients.

1. (B) Definitions. For the purposes of this section:

   1. 1. “Assets under management” includes

amounts currently under management and any amount payable to such entity pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the entity upon demand of such entity;

1. 2. The term “client” means an entity

that:

1. A. Would be an investment company

under section 3(a) of the Investment Company Act of 1940 (15 U.S.C. section 80a-3(a)) but for the exception provided by sections 3(c)(1) or 3(c)(7) of that Act;

1. B. Only has owners that qualified at

the time that they invested as either:

1. (I) An “accredited investor” as

defined at 17 CFR section 230.501(a); or

1. (II) A qualified client as that term

is defined at 17 CFR section 275.205- 3(d)(1)(iii); and

1. C. Immediately after entering into the

contract with the investment adviser has at least five (5) million dollars (valued at historical cost) in assets under management with the investment adviser.

AUTHORITY: sections 409.4-401(d) 409.4- 402(b)(9), 409.4-403(b)(3), 409.4-404(b)(2), and 409.6-605, RSMo Supp. 2006.* Original rule filed Dec. 28, 2001, effective July 30, 15 CSR 30-51 2002. Emergency amendment filed Aug. 27, 2003, effective Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 28, 2003, effective Feb. 29, 2004. Amended: Filed May 26, 2004, effective Nov. 30, 2004. Emergency amendment filed Feb. 2, 2007, effective Feb. 12, 2007, terminated March 5, 2007. Emergency amendment filed Feb. 23, 2007, effective March 5, 2007, expired Aug. 10, 2007. Amended: Filed Feb. 2, 2007, effective July 30, 2007.

*Original authority: 409.4-401, RSMo 2003; 409.4-402, RSMo 2003; 409.4-403, RSMo 2003; 409.4-404, RSMo 2003; 409.6-605, RSMo 2003.