KRS 292.330: Registration of broker -dealers, agents, investment advisers, and

investment adviser representatives.

(1) It is unlawful for any person to transact business in this state as a broker -dealer

unless the person is registered under this chapter as a broker -dealer or is exempt

from registration under subsection (2) of this section.

(2) The following persons are exempt from the registration requirement of subsection

(1) of this section:

(a) A broker-dealer that effects transactions in this state excl usively in securities

exempted by KRS 292.400(15);

(b) A broker -dealer that has no place of business in this state and that effects

transactions in this state exclusively with or through the issuers of the

securities involved in the transactions, other bro ker-dealers, or banks, savings

institutions, trust companies, insurance companies, or investment companies

as defined in the Investment Company Act of 1940, 15 U.S.C. secs. 80a -1 et

seq., pension or profit -sharing trusts, or other financial institutions or

institutional buyers, whether acting for themselves or as trustees;

(c) A broker-dealer with no place of business in this state that during any period

of twelve (12) consecutive months does not direct more than fifteen (15)

offers to sell or to buy into this state in any manner to persons other than those

specified in paragraph (b) of this subsection; and

(d) Any other person exempted from registration by administrative regulation or

order under this chapter.

(3) It is unlawful for an individual to transac t business in this state as an agent unless

the individual is registered under this chapter as an agent or is exempt from

registration under subsection (4) of this section.

(4) The following agents are exempt from the registration requirement of subsection (3)

of this section:

(a) An agent who represents a broker -dealer that is exempt from registration

under this chapter;

(b) An agent who represents a broker-dealer in effecting transactions described in

Section 15(h)(2) of the Securities Exchange Act of 193 4, 15 U.S.C. sec.

78o(h)(2); and

(c) An agent who represents an issuer in:

1. Effecting a transaction in a security that is exempted by KRS

292.400(1), (2), (3), (10), or (11);

2. Effecting a transaction in a security that is exempted by KRS

292.400(5), (9), or (12) if the agent does not receive a commission or

other remuneration based, directly or indirectly, on the transaction;

3. Effecting a transaction in a security that is exempted by KRS

292.400(15), provided that the agent offers or sells no other securities

exempted by KRS 292.400(15);

4. Effecting a transaction in a security that is exempted by KRS 292.410

unless registration as an agent is required elsewhere in this chapter or by

administrative regulation or order under this chapter;

5. Effecting a transaction in a security that is a covered security, except

that an agent wh o represents an issuer in effecting a transaction in a

security that is a covered security under Section 18(b)(3) or 18(b)(4)(d)

of the Securities Exchange Act of 1933, 15 U.S.C. sec. 77r(b)(3) or

77r(b)(f)(D), is not exempt if the agent receives a commiss ion or other

remuneration based, directly or indirectly, on the transaction;

6. Effecting a transaction with existing employees, partners, or directors of

the issuer if the agent does not receive a commission or other

remuneration based, directly or indirectly, on the transaction;

7. Effecting other transactions if the agent primarily performs, or is

intended to primarily perform upon completion of an offering of the

issuer's own securities, substantial duties for or on behalf of the issuer

otherwise than i n connection with transactions in the issuer's own

securities and the agent's compensation is not based, directly or

indirectly, on the transactions; and

8. Any other person exempted from registration by administrative

regulation or order under this chapter.

(5) The registration of an agent is effective only while the agent is employed by or

associated with a broker -dealer registered under this chapter or an issuer offering,

selling, or purchasing its securities in this state.

(6) An individual may not act as an agent for more than one (1) broker -dealer or one

(1) issuer at a time unless authorized by administrative regulation or order under

this chapter.

(7) It is unlawful for a broker -dealer or an issuer to employ or associate with an agent

unless the agent is registered under this chapter or exempt from registration.

(8) It is unlawful for any person to transact business in this state as an investment

adviser unless the person is registered under this chapter as an investment adviser or

is exempt from registration under subsection (9) of this section.

(9) The following investment advisers are exempt from the registration requirement of

subsection (8) of this section:

(a) An investment adviser that has no place of business in this state if the

investment adv iser's only clients in this state are other investment advisers,

covered advisers, broker-dealers, banks, savings institutions, trust companies,

insurance companies, pension or profit -sharing trusts, or other financial

institutions or institutional buyers, whether acting for themselves or as

trustees;

(b) An investment adviser that has no place of business in this state if, during any

period of twelve (12) consecutive months, the investment adviser does not

have more than five (5) clients, other than those specified in paragraph (a) of

this subsection;

(c) An investment adviser that is approved, and remains approved, by the

Kentucky Economic Development Finance Authority as an investment fund

manager pursuant to KRS 154.20-256;

(d) A private fund adviser in accordance with KRS 292.3301; and

(e) Any other investment adviser exempted from registration by administrative

regulation or order under this chapter.

(10) It is unlawful for an investment adviser to employ or associate with an investment

adviser representative unless the representative is registered under this chapter or

exempt from registration.

(11) It is unlawful for an individual to transact business in this state as an investment

adviser representative unless the individual is registered under this c hapter as an

investment adviser representative or is exempt from registration under subsection

(12) of this section.

(12) The following investment adviser representatives are exempt from the registration

requirement of subsection (11) of this section:

(a) An investment adviser representative who is employed by or associated with

an investment adviser that is exempt from registration under this chapter or a

federal covered adviser that is excluded from the notice filing requirements

under this chapter; and

(b) Any other investment adviser representative exempted from registration by

administrative regulation or order under this chapter.

(13) The registration of an investment adviser representative is effective only while the

investment adviser representative is employed by or associated with an investment

adviser registered under this chapter or with a covered adviser that has made a

notice filing under this chapter.

(14) An individual may not act as an investment adviser representative for more than

one (1) i nvestment adviser or covered adviser at a time unless authorized by

administrative regulation or order under this chapter.