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(a) If any information, exhibit, or schedule submitted or circumstance disclosed in an application or notice under 3 AAC 08.011 or 3 AAC 08.014 undergoes a material change, either while the application or notice is pending or while the registration obtained through that application or the notice is effective,
(1) the applicant or person registered under this chapter shall file with the administrator a corrective amendment within 30 days after the day the material change occurred or was discovered, whichever day is later; and
(2) a federal covered adviser shall file with the administrator a corrective amendment at the latest of the following times:
(A) within 30 days after the day the material change occurred;
(B) within 30 days after the day the material change was discovered;
(C) on or before the date that a corresponding corrective amendment was filed with the SEC.
(b) For purposes of (a) of this section, a material change includes
(1) for a broker-dealer, state investment adviser, or federal covered adviser,
(A) a change in firm name, ownership, management, or control;
(B) a change in any of its partners, directors, officers, or persons in similar positions;
(C) a change in its business address; or
(D) the creation or termination of a branch office in this state;
(2) a change in the type of entity, general plan, or charter of a broker-dealer or state investment adviser, a change in the method of operation of a broker-dealer or state investment adviser, or a change in the type of securities in which a broker-dealer or state investment adviser deals or trades;
(3) for a state investment adviser, insolvency, dissolution, or liquidation, a material adverse change in or impairment of working capital, or non-compliance with the minimum bond or financial requirements in 3 AAC 08.025 and 3 AAC 08.027, if applicable;
(4) termination of a business or discontinuance of those activities as a broker-dealer, agent, investment adviser representative, state investment adviser, or federal covered adviser;
(5) the filing of a criminal charge or civil action, in which a fraudulent, dishonest, or unethical act is alleged, or a violation of a securities law is involved, against
(A) a person registered as a broker-dealer, agent, state investment adviser, or investment adviser representative;
(B) a person who submits a notice filing as a federal covered adviser;
(C) an applicant for registration as a broker-dealer, agent, state investment adviser, or investment adviser representative; or
(D) a partner, director, or officer of a person listed in (A)-(C) of this paragraph; and
(6) the entry of an order or the initiation of a proceeding by a
(A) court or regulatory agency to
(i) deny, suspend, or revoke a person's registration or application for registration under AS 45.55, this chapter, or applicable federal or state securities laws; or
(ii) enjoin a person listed in (5)(A)-(D) of this subsection from engaging in or continuing any conduct or practice in the securities business;
(B) stock exchange or the NASD to expel from membership a person listed in (5)(A)-(D) of this section, or to enjoin that person from engaging in or continuing any conduct or practice in the securities business.
(c) A registration or notice filing for an agent, investment adviser representative, broker-dealer, state investment adviser, or federal covered adviser expires on December 31 of the calendar year in which the registration or notice filing became effective, without notification by the administrator, unless sooner withdrawn or terminated.
(d) Termination of a broker-dealer's registration automatically terminates the registration of an agent of that broker-dealer.
(e) If the agency relationship terminates between an agent and the broker-dealer or issuer for whom the agent is registered,
(1) and the agent commences employment for another broker-dealer or issuer, the
(A) broker-dealer or issuer with whom the agency relationship terminated shall file with the administrator a notice of termination or withdrawal with respect to the prior association; and
(B) new employing broker-dealer or issuer shall file a transfer request with the administrator; and
(2) both the broker-dealer and the agent shall immediately notify the administrator of the circumstances involving the termination.
(f) If a broker-dealer desires to terminate or the administrator terminates a broker-dealer's registration, the broker-dealer shall furnish, upon the request of the administrator and within 10 days after termination, a
(1) detailed statement of the broker-dealer's financial condition, disclosing the nature and amount of assets and liabilities, the broker-dealer's net worth, and unsatisfied judgments and liens against the broker-dealer;
(2) statement of where and in whose custody books and records required under 3 AAC 08.030 will be kept; and
(3) separate schedule of securities in which the broker-dealer has an interest and the market value of those securities.
(g) The termination of a state investment adviser's registration or of a federal covered adviser's notice filing automatically terminates all investment adviser representative registrations of that state investment adviser or federal covered adviser.
(h) A broker-dealer that seeks to withdraw or fails to renew its registration shall file SEC Form BDW or its successor with the administrator or with a central registration depository approved under 3 AAC 08.017. A broker-dealer or an issuer that seeks to terminate or fails to renew the registration of an agent shall file an NASDR Form U-5, or its successor, for that agent with the administrator or with a central registration depository approved under 3 AAC 08.017. A state investment adviser that seeks to withdraw or fails to renew its registration shall file a SEC Form ADV-W, or its successor, with the administrator. A federal covered adviser that seeks to withdraw its notice filing may file a notice to that effect with the administrator or with a central registration depository approved under 3 AAC 08.017 for that purpose. A state investment adviser or federal covered adviser that seeks to withdraw or fails to renew the registration of an investment adviser representative shall file an NASDR Form U-5, or its successor, for that investment adviser representative with the administrator or with a central registration depository approved under 3 AAC 08.017 for that purpose, except that the federal covered adviser shall file whatever form it files with the SEC, for purposes of the withdrawal or failure to renew the registration of an investment adviser representative, if that form is other than the NASDR Form U-5 or its successor.
History: Eff. 2/20/72, Register 41; am 4/19/2000, Register 154; am 10/26/2000, Register 156
Authority: AS 45.55.030
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Last modified 7/05/2006