Wyo. Code R. 002-0017-5
Effective Date: 09/18/1995 to 01/11/1996
Rule Type: Superceded Rules & Regulations
Reference Number: 002.0017.5.09181995
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.
(b) Make application through the CRD system on the Uniform Application for Securities Industry Registration, Form U-4, or using an electronic filing format approved for that use by CRD. The application shall be completed in full according to its instructions.
(c) Pay the registration fee set forth in W.S. §17-4-104 through the CRD. The fee will be collected by the CRD from the broker-dealer's CRD account and shall be paid by CRD to the Secretary of State.
(d) 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 with the NASD 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 more than two 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.
(e) If registering as an agent representing an issuer, complete the appropriate portions of Form U-4 and sections of the Form U-4 solely applicable to registration as an agent for a broker-dealer may be left blank. Submit the application to the Secretary of State along with the fee as prescribed in W.S. 17-4-104(b).
(f) The Secretary of State shall allow dual registration of agents provided that after submitting the Form U4 to CRD, each firm employing the agent shall acknowledge in writing the agent's dual registration status and certify no conflict of interest shall arise.
(a) If requested by the Secretary of State, a securities agent applicant shall provide the following:
(i) An affidavit of compliance with the Wyoming Uniform Securities Act prior to registration. The applicant may be required to answer questions under oath, including, but not be limited to registration compliance, violations of securities laws in former affiliations, supervisory procedures and compliance and/or dishonest or unethical practices.
(ii) Copies of any conviction, plea, expungement, complaint, finding of fact, judgment, ruling or final agency action in a proceeding or action which may be construed as a felony charge/ conviction or a misdemeanor charge/conviction involving a security or any administrative proceeding involving violation of securities laws or rules.
(b) An applicant's registration shall be effective from the day it is approved through December 31 unless withdrawn earlier by the agent or revoked by the Secretary of State under W.S. §17-4-106. The registration shall be renewed or withdrawn by the agent on the renewal date as set forth by CRD.
(c) Registration may be made upon a determination that the application is complete, the proper fee has been paid, the issuer's securities have been properly registered or are exempt from registration, and the applicant would not be subject to provisions of W.S. §17-4-106 causing denial of the application.
(d) May make an agent of an issuer registration effective:
(i) Only during the period of effectiveness for the issuer's securities. When the issuer's registration statement ceases to be effectively registered, the agents of the issuer also cease to be registered as securities agents;
(ii) Not longer than one year from its effective date unless renewed;
(iii) Only for the purposes of selling the securities of the issuer.
(a) Securities agents employed by broker-dealers renew through the CRD according to instructions provided by CRD in November and December of each year.
(b) Securities agents employed by broker-dealers shall pay the renewal fee specified in W.S. §17-4-104(b) through the CRD.
(c) Agents of an issuer shall renew registration on or not later than thirty days following their anniversary effective date. They shall submit the renewal fee specified by W.S. §17-4-104(b) to the Secretary of State unless:
(i) The registration has been withdrawn by the issuer of the agent;
(ii) The issuer is no longer offering its securities;
(iii) Or the agent registration has been revoked by the Secretary of State under W.S. §17-4-106.
(d) 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.
(e) Renewal of agent registration with a broker-dealer is effective during the period beginning January 1 and ending December 31 of any year unless ended by the agent, the broker-dealer or through revocation by the Secretary of State under W.S. §17-4-106.
(a) Agents employed by a broker-dealer end their registration by filing the Uniform Termination Notice for Securities Industry Registration, Form U-5, with CRD.
(b) Agents desiring to end their registration on December 31 of any year shall submit their Form U-5 prior to the cut-off date specified by CRD. Failure to do so will cause the agent to be assessed a renewal fee which may not be refunded. The agent may terminate registration on December 31 by requesting termination on that day during the CRD renewal process.
(c) When an agent ends its affiliation with a broker-dealer, the broker-dealer shall file Form U-5 showing the termination. 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.
(d) The Secretary of State shall not be required to provide notice of termination to agents who are employed by broker-dealers.
(e) Agents of an issuer may end their registration by submitting a letter to the Secretary of State indicating their desire to terminate the registration.
(f) 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.
(a) The Secretary of State allows securities agent transfer according to the terms of the NASAA Statement of Policy on Temporary Agent Transfer approved by NASAA Board of Directors, January 21, 1984, and incorporating changes recommended on February 28, 1984 as published in the Commerce Clearing House NASAA Reporter.
(b) Successor broker-dealers may transfer agents from the predecessor firm to the successor broker-dealer without paying registration fees providing the Secretary of State is notified of the transfer in writing and the successor effects a 'mass transfer' of agents as provided for by CRD.
Section 6. Conduct. Each agent shall observe high standards of commercial honor and just and equitable principles of trade in conduct of their business. Acts and practices, including but not limited to the following, are considered contrary to such standards and may constitute dishonest or unethical practices as found in W.S. 17-4-106(a)(ii)(G) or other listed grounds for denial, suspension or revocation of registration or such other action authorized by statute.
(a) Engaging in the act of lending or borrowing money or securities from a customer, unless that customer is a member of the agent's 'immediate family' as defined in the NASD Free Riding and Withholding interpretation.
(b) Effecting securities transactions not recorded on the regular books or records of the broker-dealer which the agent represents, unless the agent notifies the broker-dealer of the agent's intentions in writing prior to participating in the securities transactions and the securities transactions are authorized in writing by the broker-dealer prior to entering into the transaction.
(c) Establishing or maintaining an account containing fictitious information in order to execute transactions which would otherwise be prohibited.
(d) Sharing directly or indirectly in profits or losses in the account of any customer without the written authorization of the customer and the broker-dealer which the agent represents.
(e) Dividing or otherwise splitting the agent's commissions, profits or other compensation from the purchase or sale of securities with any person not also registered as an agent for the same broker-dealer, or for a broker-dealer under direct or indirect common control.
(f) Inducing trading in a customer's account which is excessive in size or frequency in view of the financial resources and character of the account.
(g) Recommending to a customer the purchase, sale or exchange of any security without reasonable grounds to believe that such transaction or recommendation is suitable for the customer based upon reasonable inquiry concerning the customer's investment objectives, financial situation and needs, and any other relevant information known by the agent.
(h) Executing a transaction on behalf of a customer without the customer's authorization.
(i) Exercising any discretionary power in effecting a transaction for a customer's account without first obtaining written discretionary authority from the customer, unless the discretionary power relates solely to the time and/or price for the execution of orders.
(j) Executing any transaction in a margin account without securing from the customer a properly executed written margin agreement promptly after the initial transaction in the account.
(k) Entering into a transaction with or for a customer at a price not reasonably related to the current market price of the security or receiving an unreasonable commission or profit.
(l) Failing to furnish a customer purchasing securities in an offering, no later than the date of confirmation of the transaction, either a final prospectus or a preliminary prospectus and an additional document, which together include all information set forth in the final prospectus.
(m) Effecting any transaction in, or inducing the purchase or sale of, any security by means of any manipulative, deceptive or fraudulent device, practice, plan program, design or contrivance, which may include but not be limited to:
(i) Effecting any transaction in a security which involves no change in the beneficial ownership thereof;
(ii) Entering an order or orders for the purchase or sale of any security with the knowledge that an order or orders of substantially the same size, at substantially the same time and substantially the same price, for the sale of any such security, has been or will be entered by or for the same or different parties for the purpose of creating a false or misleading appearance of active trading in the security or a false or misleading appearance with respect to the market for the security; provided, however, nothing in this subsection shall prohibit a broker-dealer from entering bona fide agency cross transactions for its customers;
(iii) Effecting, alone or with one or more other persons, a series of transactions in any security creating actual or apparent active trading in such security or raising or depressing the price of such security, for the purpose of inducing the purchase or sale of such security by others.
(n) Guaranteeing a customer against loss in any securities account of such customer carried by the broker-dealer or in any securities transaction effected by the agent with or for such customer.
(o) Publishing or circulating, or causing to be published or circulated, any notice, circular, advertisement, newspaper article, investment service, or communication of any kind which purports to report any transaction as a purchase or sale of any security unless such agent believes that such transaction was a bona fide purchase or sale of such security; or which purports to quote the bid price or asked price for any security, unless such agent believes that such quotation represents a bona fide bid for, or offer of, such security.
(p) Using any advertising or sales presentation in such a fashion as to be deceptive or misleading. An example of such practice would be a distribution of any nonfactual date, material or presentation based on conjecture, unfounded or unrealistic claims or assertions in any brochure, flyer, display by words, pictures, graphs or otherwise designed to supplement, detract from, supersede or defeat the purpose or effect of any prospectus or disclosure.
(q) Engaging in any security transaction, offer of a security, sale of a security or course of conduct which would violate Federal Securities Laws or regulations, rules of any national securities exchange or any registered securities association.