| (12) Officer--A president, vice president, secretary,
treasurer, or principal financial officer, comptroller, or principal
accounting officer, or any other person occupying a similar status
or performing similar functions with respect to any organization or
entity, whether incorporated or unincorporated.
(b) Registration of investment advisers and investment
adviser representatives, and notice filings for branch offices.
(1) Requirements of registration or notice filing.
(A) Any person who renders services as an investment
adviser, including acting as a solicitor, may not engage in such activity
for compensation without first being registered as an investment adviser
under the provisions of the Texas Securities Act or notice-filed under
the provisions of paragraph (2) of this subsection. Likewise, every
person employed or appointed, or authorized by such person to render
services, which include the giving of investment advice or acting
as a solicitor, cannot conduct such activities unless registered as
an investment adviser or an investment adviser representative under
the provisions of the Act, or notice-filed as an investment adviser
or an investment adviser representative under the provisions of paragraph
(2) of this subsection.
(B) Each branch office of a registered investment adviser
in Texas must make a notice filing to become designated as a branch
office of the investment adviser. A registered officer, partner, or
investment adviser representative must be named as supervisor.
(2) Exemption from the registration requirements. The
Board pursuant to the Texas Securities Act, §§12.C and 5.T,
exempts from the registration provisions of the Act, §12, persons
not required to register as an investment adviser or an investment
adviser representative on or after July 8, 1997, by act of Congress
in Public Law Number 104-290, Title III.
(A) Registration as an investment adviser is not required
for the following:
(i) an investment adviser registered under the Investment
Advisers Act of 1940, §203;
(ii) an investment adviser registered with the Securities
and Exchange Commission pursuant to a rule or order adopted under
the Investment Advisers Act of 1940, §203A(c);
(iii) a person not registered under the Investment
Advisers Act of 1940, §203, because such person is excepted from
the definition of an investment adviser under the Investment Advisers
Act of 1940, §202(a)(11); or
(iv) an investment adviser who does not have a place
of business located in this state and, during the preceding 12-month
period, has had fewer than six clients who are Texas residents.
(B) Registration as an investment adviser representative
of an investment adviser described in subparagraph (A) of this paragraph
is not required for an investment adviser representative who does
not have a place of business located in Texas but who otherwise engages
in the rendering of investment advice in this state.
(C) Notice filing requirements and fees for investment
advisers and investment adviser representatives exempted from registration
pursuant to this subsection only.
(i) Initially, the provisions of subparagraphs (A)
and (B) of this paragraph are available provided that the investment
adviser files:
(I) Form ADV through the IARD designating Texas as
a jurisdiction in which the filing is to be made; and
(II) an initial fee equal to the amount that would
have been paid had the investment adviser and each investment adviser
representative filed for registration in Texas.
(ii) Annually, the investment adviser files renewal
fees which would have been paid had the investment adviser and each
investment adviser representative been registered in Texas.
(D) Persons not required to register with the Securities
Commissioner pursuant to subparagraphs (A) and (B) of this paragraph,
are reminded that the Texas Securities Act prohibits fraud or fraudulent
practices in dealing in any manner in any securities whether or not
the person engaging in fraud or fraudulent practices is required to
be registered. The Agency has jurisdiction to investigate and bring
enforcement actions to the full extent authorized in the Texas Securities
Act with respect to fraud or deceit, or unlawful conduct by an investment
adviser or investment adviser representative in connection with transactions
involving securities in Texas.
(c) Types of registrations.
(1) General registration. A general registration is
a registration to render advisory services regarding all categories
of securities, without limitation.
(2) Restricted registration. A restricted registration
as an investment adviser or as an investment adviser representative
may be issued based upon the qualifying examination(s) passed by the
investment adviser or investment adviser representative.
(3) In restricted registration, the evidence of registration
shall indicate that the holder thereof is entitled to act as an investment
adviser, investment adviser representative, or solicitor only in the
restricted capacity.
(d) Prohibition on fraud and availability of an exemption
from registration. The Texas Securities Act prohibits fraud or fraudulent
practices in dealing in any manner in any securities whether or not
the person engaging in fraud or fraudulent practices is required to
be registered. The Agency has jurisdiction to investigate and bring
enforcement actions to the full extent authorized in the Texas Securities
Act with respect to fraud or deceit, or unlawful conduct by an investment
adviser or investment adviser representative in connection with transactions
involving securities in Texas. However, the registration requirements
detailed in this chapter do not apply to investment advisers and investment
adviser representatives that are exempt from registration as such
pursuant to the Texas Securities Act, §5, or by Board rule pursuant
to the Texas Securities Act, §5.T or §12.C, contained in
Chapters 109 or 139 of this title.
|
| Source Note: The provisions of this §116.1 adopted to be effective August 12, 2001, 26 TexReg 5799; amended to be effective November 26, 2001, 26 TexReg 9582; amended to be effective March 6, 2002, 27 TexReg 1475; amended to be effective August 22, 2004, 29 TexReg 7968; amended to be effective January 8, 2006, 30 TexReg 8868; amended to be effective August 18, 2011, 36 TexReg 5094; amended to be effective December 21, 2011, 36 TexReg 8507; amended to be effective November 12, 2019, 44 TexReg 6861 |
