New Hampshire Securities Rules

Chapter Atg-Se 100 [Top]

ORGANIZATION

Part Atg-Se 101. Definitions

Atg-Se 101.01 Terms used

As used in these rules, the following terms shall have the meanings indicated:

(a) "Attorney General" means the Attorney General of the State of New Hampshire or his designee.

(b) "Branch office" means any office to which a broker-dealer directly or indirectly contributes a substantial portion of the operating expenses and which is utilized by any person associated with the broker-dealer who is engaged in the investment banking or securities business, whether it be a commercial office space or residence. An office shall also be considered a branch office if the broker-dealer authorizes a listing in any publication or any other media, including a professional dealer's digest or a telephone directory, which listing designates a place as an office or if the broker-dealer designates any such place with any organization as an office.

(c) "Bureau" means the Bureau of Securities Regulation within the Department of Justice which was created by agreement of the Attorney General and Secretary of State pursuant to Ch. 355, Laws of 1991.

(d) "National Association of Securities Dealers" means the organization by that name located at: 260 Franklin Street, 16th Floor, Boston, Massachusetts 02110.

(e) "Securities and Exchange Commission" means the federal securities regulatory authority located at: John W. McCormack Poch Building, Room 700, Boston, Massachusetts 02109.

Chapter Atg-Se 200 [Reserved] [Top]

Chapter Atg-Se 300 [Top]

LICENSING REQUIREMENTS

Part Atg-Se 301. Broker-Dealer Licenses

Atg-Se 301.01 Unlicensed broker-dealers -- unlawful activity

It shall be unlawful for any person to transact business in this state as a broker-dealer unless he is licensed under this Part.

Atg-Se 301.02 New broker-dealer licenses

(a) The fee for the annual license issued pursuant to this Part shall be $200 and a $50 non-refundable application fee, as provided in RSA 421-B:31.

(b) All net broker-dealer licenses issued and effective on or after January 1, shall be effective during the calendar year and shall expire on December 31 of the year of issue.

Part Atg-Se 302 Broker-Dealer Application Procedure

Atg-Se 302.01 Application

(a) The United States Securities and Exchange Commission's Form BD, shall be the application for initial license as a broker-dealer in the state of New Hampshire and shall be obtained from the United States Securities and Exchange Commission, Suite 700, John W. McCormack Post Office and Courthouse Building, Boston, Massachusetts 02109.

(b) Applications for a broker-dealer license in New Hampshire shall be filed at the Department of State, Bureau of Securities Regulation, State House, Room 204, Concord, NH, 03301.

(c) The application for a broker-dealer license shall consist of:

(1) The application form as prescribed by Section 302.01(a);

(2) Certification of the applicant's qualifications and/or experience pursuant to Part Atg-Se 303;

(3) The prescribed fees as established by RSA 421-B:31.

(4) The Uniform Consent to Service of Process as prescribed by this part.

(5) A Surety Bond as prescribed by Section 303.01(c).

(6) An application to register 1 person as qualified as a principal in accordance with the experience and examination requirements of Section 303.01.

(7) 1 copy of the supervisory manual used by the broker dealer as required by the National Association of Securities Dealers Rule of Fair Practice Article III, Section 27.

(8) A copy of the applicant's most recent audited annual report, however, if the audited annual report is more than 6 months old, the applicant shall also submit an interim report not more than 2 months old, which is attested to and signed by a principal officer of the firm.

(9) If the applicant is a corporation, the applicant shall submit a copy of the applicant's articles of incorporation and by laws.

(10) If the applicant is a partnership, the applicant shall submit a copy of the applicant's partnership agreement.

(d) Each application for licensure as a broker-dealer shall appoint the secretary of state and his successors in office as its attorney to receive service of all legal process issued against it in any civil action or proceeding in this state, and shall agree that process so served shall be valid and binding upon said applicant. The appointment shall be irrevocable. It shall bind said applicant and any successor in interest as to the assets or liabilities of said applicant and it shall remain in effect as long as there are outstanding in this state any obligations or liability, or the potential for obligations or liability, resulting from the activities creating the need for the license.

Atg-Se 302.02 Original license -- issuance or denial

(a) If an applicant timely files an application, complete in all respects, successfully completes all examinations required by Part Atg-Se 303 of this chapter, and demonstrates the complete fulfillment of the requirements of these parts and RSA 421-B, the secretary of state shall issue a broker-dealer license.

(b) In the event an application for an original broker-dealer license in the state of New Hampshire fails to meet the requirements of these parts or RSA 421-B, or both, the attorney general, either on its own motion, or upon recommendation from the secretary of state, shall deliver to the applicant a written denial of the application specifying the requirement which the applicant failed to meet and how the application is deficient.

Part Atg-Se 303. Broker-Dealer Qualifications

Atg-Se 303.01 Requirements

In addition to any requirements established by statute, there are hereby established the following requirements for licensing as a broker/dealer:

(a) No person shall be issued a broker-dealer license unless at least 1 person employed full-time in a supervisory capacity by the applicant for such license shall have been actively engaged in the securities business in a similar supervisory capacity for a minimum of 3 of the preceding 5 years.

(b) No person shall be issued a broker-dealer license if any control person of such person was an officer, supervisor, or owner of 10% or more of the securities of any firm liquidated under the Securities Investor Protection Act of 1970.

(c) No license shall be issued by the secretary of state after the effective date of this part for a broker-dealer unless one person occupying a supervisory position has successfully passed a principal examination appropriate for the business conducted by the broker-dealer.

(d) Pursuant to the provisions of RSA 421-B:7, IV, no person shall be issued or shall continue to hold a broker-dealer license unless that person has first filed with the bureau of securities regulation, a surety bond in the amount established by the attorney general as follows: The minimum bond amount shall be $25,000.00. The attorney general shall for good cause shown, require an increase in a dealer's surety bond as indicated below, where the bureau has reason to believe that the applicant or licensee or any partner, officer or director thereof, or any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer, has participated in, or has otherwise been involved in any of the activities listed in the paragraphs that follow.

(e) The surety bond amount shall be increased by $25,000 for each instance of any of the following activities which the bureau has reason to believe have occurred:

(1) filing an application for licensing which as of its effective date, or as of any date after filing, was incomplete in any material respect or contained any statement which was, in light of the circumstances under which it was made, false or misleading with respect to any material fact;

(2) failing to comply with or willfully violating any provision of Title XXXVIII of the New Hampshire Revised Statutes Annotated or predecessor law, or the Securities Act of 1933, the Securities Exchange Act of 1940, or any rule under any of such statutes, or any order thereunder, of which he has notice and to which he is subject, or has failed to comply with statutes promulgated by other states;

(3) conviction, within the past 10 years, of any misdemeanor involving a security or any aspect of the securities business, or any felony, unless annulled;

(4) permanent or temporary injunction by any court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the securities business;

(5) an order has been issued against the broker-dealer by the bureau of securities regulation, denying, suspending, or revoking any license as a broker-dealer, agent, or investment adviser;

(6) an order has been entered within the past 5 years by the securities administrator of any other state or by the Securities and Exchange Commission denying or revoking licenses or registration as a broker-dealer, agent, or investment adviser, or the substantial equivalent of those terms, or is the subject of an order of the Securities and Exchange Commission suspending or expelling him from a national securities exchange or national securities association registered under the Securities Exchange Act of 1934;

(7) dishonest or unethical practices in the securities business;

(8) failure to supervise agents;

(9) made any material misrepresentation to any regulatory authority or has refused to furnish information to, or has concealed information from, the bureau.

(f) The surety bond amount shall be increased by $10,000 for each instance of any of the following activities which the bureau has reason to believe have occurred:

(1) failure of the broker-dealer to maintain net capital, if the net capital deficiency is less than $10,000;

(2) sale of securities by the broker-dealer through unlicensed agents in any jurisdiction;

(3) any violation by the broker-dealer or any control person of the broker-dealer of a self-regulatory organization's rules;

(4) any violation by the broker-dealer or any control person of the broker-dealer of a New Hampshire regulation, other than in the case of a net capital violation.

(g) The attorney general shall require additional surety in the amount of $10,000, from a firm with more than 2 domestic branch offices.

(h) In the event of a net capital deficiency greater than $10,000, the bureau shall require the broker-dealer to post a bond that is increased in an amount equal to the net capital deficiency rounded to the nearest $1,000.

(i) In lieu of the experience requirement in Section 303.01(a), the bureau shall accept an increase of $75,000 to the required surety.

(j) Nothing in this rule shall preclude the attorney general from accepting an appropriate deposit of cash or securities in lieu of the bond required, as prescribed by NH RSA 421-B:7 IV.

(k) The bond shall comply with the following terms and conditions:

(1) The bond shall be written and executed to the benefit of the attorney general and his successors in office and for the citizens of the state of New Hampshire for the use and benefit of the state of New Hampshire and the citizens and residents thereof.

(2) The bond shall be continuous, shall be filed on the form prescribed by the attorney general and shall be signed by a principal of the applicant and shall be accompanied by a properly completed and signed power of attorney document.

(3) The suspension or revocation of the applicant's broker-dealer's license shall not cancel, suspend or otherwise impair the obligations of the surety arising under the bond.

(4) Failure to comply with these requirements shall render the surety bond incomplete and shall result in the return of the surety bond.

Part Atg-Se 304. Post Licensing Requirements

Atg-Se 304.01 Examinations

The per diem charged pursuant to RSA 421-B:9, VII shall be the actual cost of examination or $255.00 per day per examiner whichever is less.

Part Atg-Se 305. Reserved

Part Atg-Se 306. Investment Adviser Licenses

Atg-Se 306.01 Unlicensed investment advisers -- Unlawful activity

It shall be unlawful for any person to transact business in this state as an investment adviser unless he is licensed under this part.

Atg-Se 306.02 New investment adviser licenses

(a) The fee for the annual license issued pursuant to this part is $200 and a non-refundable application fee of $50 as provided in RSA 421-B:31.

(b) All new investment adviser licenses issued and effective on or after January 1, shall be effective during the calendar year and shall expire on December 31 of the year of issue.

Part Atg-Se 307. Investment Adviser Application Procedure

Atg-Se 307.01 Application

(a) The United States Securities and Exchange Commission's Form ADV, shall be the application for initial license as an investment adviser in the state of New Hampshire and shall be obtained from the United States Securities and Exchange Commission, Suite 700, John W. McCormack Post Office and Courthouse Building, Boston, Massachusetts 02109.

(b) Applications for an investment adviser's license in New Hampshire shall be filed at the office of the Secretary of State, Bureau of Securities Regulation, State House, Room 204, Concord, NH, 03301-4989.

(c) The application for an investment adviser's license shall consist of:

(1) The application form as prescribed by this part.

(2) The prescribed fees as established by RSA 421-B:31.

(3) The Uniform Consent to Service of Process as prescribed by Atg-Se 308.01(a)

(4) A Surety Bond as prescribed by Sec. 308.01(b).

(5) An application to register 1 person qualified as an investment adviser agent in accordance with the requirements of Atg-Se 313.01, unless applicant is a sole proprietor and the only person giving investment advice is the sole proprietor, in which instance the sole proprietor must meet the requirements of Section 313.01.

(6) A financial statement which shall be:

a. audited, or

b. in the instance where no audited financial statement is in existence, then certified by the appropriate person as presenting fairly in all material respects, the financial condition of the firm.

(7) If the applicant is a corporation, the applicant shall submit a copy of the applicant's articles of incorporation and by-laws.

(8) If the applicant is a partnership, the applicant shall submit a copy of the applicant's partnership agreement.

Atg-Se 307.02 Original license -- issuance or denial

(a) If an applicant timely files an application, complete in all respects, successfully completes all examinations required by Part Atg-Se 308 of this chapter, and demonstrates the complete fulfillment of the requirements of this part and RSA 421-B, the secretary of state shall issue an investment adviser's license.

(b) In the event an application for an original investment adviser's license in the state of New Hampshire fails to meet the requirements of this part or RSA 421-B or both, the attorney general upon its own motion or upon recommendation by the Secretary of State, shall deliver to the applicant a written denial of the application, specifying the requirement which the applicant failed to meet and how the application is deficient.

Part Atg-Se 308. Investment Adviser Qualifications

Atg-Se 308.01 Requirements

(a) Each applicant for licensure as an investment adviser shall appoint the secretary of state and his successors in office as its attorney to receive service of all legal process issued against it in any civil action or proceeding in this state, and shall agree that process so served shall be valid and binding upon said applicant. The appointment shall be irrevocable. It shall bind said applicant and any successor in interest as to the assets or liabilities of said applicant, and it shall remain in effect as long as there are outstanding in this state any obligations or liability, or the potential for obligations or liability, resulting from the activities creating the need for the license.

(b) Pursuant to the provisions of RSA 421-B:7, IV, no person shall be issued or shall continue to hold an investment adviser license unless that person has first filed with the bureau of securities regulation, a surety bond in the amount established by the attorney general as follows: The minimum bond amount shall be $25,000.00. The attorney general shall for good cause shown, require an increase in an investment adviser's surety bond in the following amounts, where the bureau has reason to believe that the applicant or licensee or any partner, officer or director thereof, or any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the investment adviser, has participated in, or has otherwise been involved in any of the following activities listed in the paragraphs that follow.

(c) The surety bond amount shall be increased by $25,000 for each instance of any of the following activities which the bureau has reason to believe have occurred:

(1) filing an application for licensing which as of its effective date, or as of any date after filing, was incomplete in any material respect or contained any statement which was, in light of the circumstances under which it was made, false or misleading with respect to any material fact;

(2) failing to comply with or willfully violating any provision of Title XXXVIII of the New Hampshire Revised Statutes Annotated or a predecessor law, or the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisors Act of 1940, or any rule under any of such statutes, or any order thereunder, of which he has notice and to which he is subject, or has failed to comply with statutes promulgated by other states;

(3) conviction, within the past 10 years, of any misdemeanor involving a security or any aspect of the securities business, or any felony, unless annulled;

(4) permanent or temporary injunction by any court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the securities business;

(5) an order has been issued against the investment adviser by the attorney general, denying, suspending, or revoking any license as a broker-dealer, agent, or investment adviser;

(6) an order has been entered within the past 5 years by the securities administrator of any other state or by the Securities and Exchange Commission denying or revoking licenses or registration as a broker-dealer, agent, or investment adviser, or the substantial equivalent of those terms, or is the subject of an order of the Securities and Exchange Commission suspending or expelling him from a national securities exchange or national securities association registered under the Securities Exchange Act of 1934;

(7) pattern of dishonest or unethical practices in the securities business;

(8) failure to supervise agents;

(9) made any material misrepresentation to any regulatory authority or has refused to furnish information to, or has concealed information from, the bureau.

(d) The surety bond amount shall be increased by $10,000 for each instance of any of the following activities which the bureau has reason to believe have occurred:

(1) sale of securities through unlicensed agents in any jurisdiction;

(2) any violation of a self-regulatory organization's rules;

(3) any violation of a New Hampshire regulation;

(e) The attorney general shall require additional surety in the amount of $10,000, from a firm with more than two domestic branch offices;

(f) Nothing in this rule shall preclude the attorney general from accepting an appropriate deposit of cash or securities in lieu of the bond required, as prescribed by NH RSA 421-B:7 IV;

(g) The bond shall comply with the following terms and conditions:

(1) The bond shall be written and executed to the benefit of the attorney general and for the citizens of the state of New Hampshire for the use and benefit of the state of New Hampshire and the citizens and residents thereof.

(2) The bond shall be continuous, shall be filed on the form prescribed by the attorney general, and shall be signed by a principal of the applicant and shall be accompanied by a properly completed and signed power of attorney document. Failure to comply with these requirements shall render the surety bond incomplete and will result in return of the surety bond.

(3) The suspension or revocation of the applicant's investment adviser's license shall not cancel, suspend or otherwise impair the obligations of the surety arising under the bond.

Part Atg-Se 309. Reserved

Part Atg-Se 310. Reserved

Part Atg-Se 311. Agents' Licenses

Atg-Se 311.01 Alternative means of agents' licensure

Pursuant to the authority granted to the attorney general in RSA 421-B:7, VI, the attorney general hereby establishes alternative means of licensing agents by utilization of the facilities of the National Association of Securities Dealers which facilitates licensing on a nationwide basis.

Atg-Se 311.02 Unlicensed agents -- unlawful activity

It shall be unlawful for any person to transact business in this state as an agent unless he is licensed under this Part.

Atg-Se 311.03 Unlawful employment

It shall be deemed unlawful employment for any issuer-dealer, investment adviser or broker-dealer to employ an agent unless that agent is licensed. No agent shall at any time represent more than one issuer-dealer, or broker-dealer, except that where issuer-dealers, or broker-dealers, affiliated by direct common control, and are licensed pursuant to RSA 421-B, an agent may represent any such issuer-dealer, or broker-dealer.

Atg-Se 311.04 Agent licensing restrictions

(a) The licensing of an agent is not effective during any period when he or she is not associated with a particular licensed issuer-dealer, investment adviser or broker-dealer.

(b) When an agent either begins or terminates those activities which make him an agent, the issuer-dealer, investment adviser or broker-dealer shall notify the bureau within 10 days.

(c) All agents properly licensed with a broker-dealer as an agent, may conduct business as an investment adviser agent for the same firm, without licensing as such, provided that the firm is properly licensed as an investment adviser pursuant to RSA 421-B and this part.

Atg-Se 311.05 New agents' licenses

(a) The fee for the annual license issued pursuant to this Part is $100 and a non-refundable application fee of $30 shall be required, as provided in RSA 421-B:31.

(b) All new agents' licenses issued and effective on or after January 1, shall be effective during the calendar year and shall expire on December 31 of the year of issue.

Part Atg-Se 312 Agents' Application Procedure

Atg-Se 312.01 Application

(a) Applications for an agent's license in New Hampshire, form U-4, shall be obtained from the office of the National Association of Securities Dealers, Inc., 75 Federal Street, Boston, Massachusetts or 1735 `K' Street, N.W., Washington, D.C., 20006.

(b) Applications for an agent's license in New Hampshire shall be filed at the office of the Secretary of State, Bureau of Securities Regulation, State House, Room 204, Concord, New Hampshire, 03301-4989.

(c) The application for an agent's license shall consist of:

(1) The application form U-4 as drafted by the National Association of Securities Dealers, Inc., and the Securities and Exchange Commission.

(2) Certification of the applicant's successful sitting of the National Association of Securities Dealers, Inc.'s agent's examination.

(3) The prescribed fees as established by part Atg-Se 311.

Atg-Se 312.02 Original license -- issuance or denial

(a) If an applicant timely files an application, complete in all respects, successfully completes all examinations required by Part Atg-Se 314 of this chapter and demonstrates the complete fulfillment of the requirements of these parts and RSA 421-B, the secretary of state shall issue an agent's license.

(b) In the event an application for an original agent's license in the state of New Hampshire fails to meet the requirements of this part or RSA 421-B or both, the attorney general upon its own motion, or upon recommendation from the secretary of state, shall deliver to the applicant a written denial of the application, specifying the requirement which the applicant failed to meet and how the application is deficient.

Part Atg-Se 313. Agent Qualifications

Atg-Se 313.01 Requirements

In addition to any requirements imposed by statute, all applicants for an agent's license in New Hampshire shall demonstrate that they possess the following qualifications:

(a) The applicant shall be not less than 18 years of age on the date the application is received by the bureau.

(b) Conviction within the past 10 years of any misdemeanor involving a security or any aspect of the securities business or any felony, which has not been annulled by a court shall result in denial of the license.

(c) The applicant shall complete and pass the examination(s) described in Atg-Se 314.01.

Part Atg-Se 314. Agent Examinations

Atg-Se 314.01 Examinations -- contents

(a) Each applicant for broker-dealer agent licensing shall pass the National Association of Securities Dealers' USASLE (Uniform Securities Agent State Law Examination) (S63) examination.

(b) Each applicant for investment adviser agent licensing shall pass either the National Association of Securities Dealers' UIALE (Uniform Investment Adviser Law Examination) (Series 65) examination or the National Association of Securities Dealers' USASLE (Uniform Securities Agent State Law Examination) (Series 63) examination.

Atg-Se 314.02 Examinations -- scheduling

(a) The complete agent's examination shall be administered by the National Association of Securities Dealers, Inc., on announced dates and at announced locations.

(b) All rules and requirements established and followed by the National Association of Securities Dealers, Inc. regulating the scheduling of the subject examinations are incorporated herein by reference.

(c) Failure of the applicant to sit for the examination at the required time shall result in denial of the application.

Part Atg-Se 315. Reserved

Chapter Atg-Se 400 [Top]

CONTINUED STATUS

Part Atg-Se 401. Broker-Dealer Renewals

Atg-Se 401.01 Renewal application -- where obtained and filed

(a) Broker-dealers who are not members of the National Association of Securities Dealers shall apply by December 31st of each year for renewal of broker-dealer license in New Hampshire to the Department of State, Bureau of Securities Regulation, State House, Room 204, Concord, New Hampshire, 03301-4989 and pay the prescribed fee established by 421-B:31.

(b) Pursuant to the authority granted to the attorney general in RSA 421-B:7, VI, the attorney general hereby established alternative means of issuing renewal certificates for licenses issued to broker-dealers who are members of the National Association of Securities Dealers, by utilization of the facilities of the National Association of Securities Dealers which facilitates licensing on a nationwide basis.

Atg-Se 401.02 Renewal license -- issuance and denial

(a) If an applicant timely files an application, complete in all respects, and demonstrates the complete fulfillment of all the requirements of these Parts and RSA 421-B, the secretary of state shall issue a renewal broker-dealer's license.

(b) In the event an application for a renewal broker-dealer license in the state of New Hampshire fails to meet the requirements of these Parts or RSA 421-B, or both, the attorney general, upon its motion, or upon recommendation from the secretary of state shall deliver to the applicant a written denial of the application specifying the requirement which the applicant failed to meet and how the application is deficient.

Atg-Se 401.03 Duplicate/replacement certificate -- issuance

The bureau shall issue duplicate or replacement broker-dealer licenses upon:

(a) A written request therefore signed by the applicant; and

(b) Proof that good cause exists for the issuance of the duplicate/replacement license.

Part Atg-Se 402. Investment Adviser Renewals

Atg-Se 402.01 Renewal application -- where obtained and filed

(a) Investment advisers shall apply by December 31st of each year for renewal of investment adviser license in New Hampshire to the Department of State, Bureau of Securities Regulation, State House, Room 204, Concord, New Hampshire, 03301-4989 and pay the prescribed fee established by 421-B:31.

Atg-Se 402.02 Renewal license -- issuance and denial

(a) If an applicant timely files an application, complete in all respects, and shall demonstrate the complete fulfillment of all the requirements of these Parts and RSA 421-B, the secretary of state shall, in its discretion, issue a renewal investment adviser's license.

(b) In the event an application for a renewal investment adviser license in the state of New Hampshire fails to meet the requirements of these Parts or RSA 421-B, or both, the attorney general, upon its own motion or upon recommendation from the secretary of state, shall deliver to the applicant a written denial of the application specifying the requirement which the applicant failed to meet and how the application is deficient.

Atg-Se 402.03 Duplicate/replacement certificate -- issuance

The bureau shall issue duplicate or replacement investment adviser licenses upon:

(a) A written request therefore signed by the applicant; and

(b) Proof that good cause exists for the issuance of the duplicate/replacement license.

Part Atg-Se 403. Agent Renewals

Atg-Se 403.01 Renewal application -- where obtained and filed

(a) Agents who are not members of the National Association of Securities Dealers shall apply by December 31st of each year for renewal of an agent license in New Hampshire to the Department of State, Bureau of Securities Regulation, State House, Room 204, Concord, New Hampshire, 03301-4989 and pay the prescribed fee established by 421-B:31.

(b) Pursuant to the authority granted to the attorney general in RSA 421-B:7, VI the attorney general hereby establishes alternative means of issuing renewal certificates to agents who are members of the National Association of Securities Dealers which facilitates licensing on a nationwide basis.

Atg-Se 403.02 Renewal license -- issuance and denial

(a) If an applicant timely files an application, complete in all respects, and shall demonstrate the complete fulfillment of all the requirements of these Parts and RSA 421-B, the secretary of state shall, in its discretion, issue a renewal agent's license.

(b) In the event an application for a renewal agent's license in the state of New Hampshire fails to meet the requirements of these Parts or RSA 421-B, or both, the attorney general upon his own motion, or upon recommendation from the secretary of state shall deliver to the applicant a written denial of the application specifying the requirement which the applicant failed to meet and how the application is deficient.

Atg-Se 403.03 Duplicate/replacement certificate -- issuance

The bureau shall issue duplicate or replacement agents' licenses upon:

(a) A written request therefore signed by the applicant; and

(b) Proof that good cause exists for the issuance of the duplicate/replacement license.

Part Atg-Se 404. Broker-Dealer Revocation and Suspension

Atg-Se 404.01 Revocation -- effect

(a) The revocation of a broker-dealer's license shall permanently withdraw the authority of the broker-dealer to conduct the business of a broker-dealer in New Hampshire.

(b) A subsequent certificate shall be obtained only by

(1) complying with all of the requirements of RSA 421-B and these Parts regarding the original licensing of broker-dealers; and

(2) paying all penalties assessed in connection with the cause for revocation; and

(3) demonstrating that the cause for revocation does not exist at the time of the subsequent application.

Atg-Se 404.02 Suspension -- effect

The suspension of a broker-dealer's license shall temporarily withdraw the authority to conduct a broker-dealer's business in New Hampshire until the time specified in the order of suspension. The authority to conduct a broker-dealer's business in New Hampshire shall be recovered only by complying with all of the requirements of RSA 421-B and these Parts regarding the renewal of a broker-dealer's license and the payment of any penalties assessed in connection with the cause for suspension.

Atg-Se 404.03 Voluntary surrender -- when permitted

(a) Any person holding a broker-dealer's license may voluntarily return that license to the bureau. The return of such license shall be accompanied by the licensee's signed, written statement as to why the license is being voluntarily returned to the bureau. The voluntary surrender of a broker-dealer's license shall serve to withdraw the authority for the broker-dealer to conduct a broker-dealer's business in New Hampshire.

(b) Voluntary surrender of a broker-dealer's license shall not be permitted if there exists, at the time the license is presented to the attorney general, any cause for involuntary revocation or suspension of the registrant's license to do business as a broker-dealer, unless the licensee presenting the license shall state in writing that the voluntary surrendering of its license is in lieu of proceedings looking to the involuntary revocation or suspension of the license to do business as a broker-dealer in New Hampshire.

Atg-Se 404.04 Hearing

Except as authorized by statute or these rules, a broker-dealer's license shall not be revoked or suspended except after notice and opportunity for hearing.

Atg-Se 404.05 Return of certificate

Any broker-dealer whose license has been revoked or suspended shall, within 5 days after the date of the order of revocation or suspension, return to the bureau the license previously issued to the broker-dealer.

Part Atg-Se 405. Investment Adviser Revocation and Suspension

Atg-Se 405.01 Revocation -- effect

(a) The revocation of an investment adviser's license shall permanently withdraw the authority of the investment adviser to conduct the business of an investment adviser in New Hampshire.

(b) A subsequent certificate shall be obtained only by

(1) complying with all of the requirements of RSA 421-B and these rules regarding the original licensing of investment advisers; and

(2) paying all penalties assessed in connection with the cause for revocation; and

(3) demonstrating that the cause for revocation does not exist at the time of the subsequent application.

Atg-Se 405.02 Suspension -- effect

The suspension of an investment adviser's license shall temporarily withdraw the authority to conduct an investment adviser's business in New Hampshire until the time specified in the order of suspension. The authority to conduct an investment adviser's business in New Hampshire shall be recovered only by complying with all of the requirements of RSA 421-B and these Parts regarding the renewal of an investment adviser's license and the payment of any penalties assessed in connection with the cause for suspension.

Atg-Se 405.03 Voluntary surrender -- when permitted

(a) Any person holding an investment adviser's license may voluntarily return that license to the bureau. The return of such license shall be accompanied by the licensee's signed, written statement as to why the license is being voluntarily returned to the bureau. The voluntary surrender of an investment adviser's license shall serve to withdraw the authority for the investment adviser to conduct an investment adviser's business in New Hampshire.

(b) Voluntary surrender of an investment adviser's license shall not be permitted if there exists, at the time the license is presented to the bureau, any cause for involuntary revocation or suspension of the registrant's license to do business as an investment adviser, unless the licensee presenting the license shall state in writing that the voluntarily surrendered license is in lieu of proceedings looking to the involuntary revocation or suspension of the license to do business as an investment adviser in New Hampshire.

Atg-Se 405.04 Hearing

Except as authorized by statute or these rules, an investment adviser's license shall not be revoked or suspended except in accordance with the procedures set forth in Part 201.

Atg-Se 405.05 Return of certificate

Any investment adviser whose license has been revoked or suspended shall, within 5 days after the date of the order of revocation or suspension, return to the bureau the license previously issued to the investment adviser.

Part Atg-Se 406. Agent Revocation and Suspension

Atg-Se 406.01 Revocation -- effect

(a) The revocation of an agent's license shall permanently withdraw the authority of the agent to conduct the business of an agent in New Hampshire.

(b) A subsequent certificate shall be obtained only by

(1) complying with all of the requirements of RSA 421-B and these rules regarding the original licensing of agents; and

(2) paying all penalties assessed in connection with the cause for revocation; and

(3) demonstrating that the cause for revocation does not exist at the time of the subsequent application.

Atg-Se 406.02 Suspension -- effect

The suspension of an agent's license shall temporarily withdraw the authority to conduct an agent's business in New Hampshire until the time specified in the order of suspension. The authority to conduct an agent's business in New Hampshire shall be recovered only by complying with all of the requirements of RSA 421-B and these Parts regarding the renewal of an agent's license and the payment of any penalties assessed in connection with the cause for suspension.

Atg-Se 406.03 Voluntary surrender -- when permitted

(a) Any person holding an agent's license may voluntarily return that license to the bureau. The return of such license shall be accompanied by the licensee's signed, written statement as to why the license is being voluntarily returned to the bureau. The voluntary surrender of an agent's license shall serve to withdraw the authority for the agent to conduct an agent's business in New Hampshire.

(b) Voluntary surrender of an agent's license shall not be permitted if there exists, at the time the license is presented to the bureau, any cause for involuntary revocation or suspension of the registrant's license to do business as an agent, unless the licensee presenting the license shall state in writing that the voluntarily surrendered license is in lieu of proceedings looking to the involuntary revocation or suspension of the license to do business as an agent in New Hampshire.

Atg-Se 406.04 Hearing

Except as authorized by statute or these rules, an agent's license shall not be revoked or suspended except after notice and opportunity for hearing.

Atg-Se 406.05 Return of certificate

Any agent whose license has been revoked or suspended shall, within 5 days after the date of the order of revocation or suspension, return to the bureau the license previously issued to the agent.

Chapter Atg-Se 500 [Top]

ETHICAL STANDARDS

Part Atg-Se 501. Standards and Requirements for Broker-Dealers

Atg-Se 501.01 Fiduciary responsibility; segregation of client's property

(a) It shall be unlawful for any broker-dealer to take or have custody of any funds or securities in which any client has a beneficial interest unless all of the following requirements are met:

(1) All such securities of each such client are segregated, marked to identify the particular client who has the beneficial interest therein, and held in safekeeping in some place reasonably free from risk of destruction or other loss; and

(2) All such funds of such clients are deposited in one or more bank accounts which contain only clients' funds; and such account or accounts are maintained in the name of the broker-dealer as agent or trustee for such clients; and

(3) The broker-dealer maintains a separate record of each such account which shows:

(a) the name of the bank where such account is maintained,

(b) the dates and the amounts of deposits in and withdrawals from such account, and

(c) the exact amount of each client's beneficial interest in such account;

(4) Such broker-dealer immediately after accepting custody or possession of such funds or securities from any client, notifies such client in writing of:

(a) the place and manner in which such fund or securities will be maintained, and

(b) thereafter, if and when there is any change in the place or manner in which such funds or securities are being maintained, gives each such client written notice thereof;

(5) Such broker-dealer sends to each client, not less frequently than once every 3 months, an itemized statement showing the funds and securities in the custody or possession of the broker-dealer at the end of such period, and all debits, credits and transactions in such client's account during such period;

(6) All such funds and securities of clients are verified by actual examination at least once during each calendar year by an independent certified public accountant.

(7) A certificate of such accountant stating that he has made an examination of such funds and securities, and describing the nature and extent of such examination, shall be filed with the bureau promptly after such examination.

(b) This section shall not apply to an investment adviser also registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 if:

(1) Such broker-dealer is subject to and in compliance with Rule 15c3-1 (Reg. 240.15c3-1) under the Securities Exchange Act of 1934, or

(2) Such broker-dealer is a member of an exchange whose members are exempt from Rule 15c3-1 under the provision of paragraph (b)(2) thereof, and such broker-dealer is in compliance with all rules and settlement practices of such exchange imposing requirements with respect to financial responsibility and the segregation of funds or securities carried for the account of customers.

(c) Brokers and dealers who are exempted under section 240.15c 3-3 (k)(i), (ii), (iv) and (2)(i), (ii) of the Securities and Exchange Act of 1934 are exempted from Atg-Se 501.01.

Atg-Se 501.02 Net capital requirements

Every broker-dealer shall maintain a minimum net capital as provided by the Securities and Exchange Act of 1934.

Atg-Se 501.03 Termination of licensed person; notification to bureau

Upon termination of the activities of a licensed person, the broker-dealer shall, within 5 business days, notify the bureau in writing of the termination stating the reason therefor and including the license, if a license is in the possession of the broker-dealer.

Atg-Se 501.04 Required bookkeeping; accounts

(a) Every broker-dealer shall maintain accounts of customers in such form and manner as to show the following information:

(1) name,

(2) address,

(3) age

(4) in the case of a margin or discretionary account, the customer's signature(s),

(5) the signature of the agent introducing the account and

(6) the signature of the broker-dealer or the partner, officer or manager accepting the account for the broker-dealer.

(b) If the customer is associated with or employed by another broker-dealer, this fact must be noted. In discretionary accounts, the broker-dealer shall also record the date said account was authorized, the occupation and signature of the customer, and the signature of each person authorized to exercise discretion in each account.

Atg-Se 501.05 Required bookkeeping

(a) Every broker-dealer shall make and keep true, accurate and current books and records relating to his broker-dealer business.

(b) Every broker-dealer shall keep and preserve in each branch office either a separate file on all written complaints of customers and action taken by the broker-dealer, if any, or a separate record of such complaints and a clear reference to the files containing the correspondence connected with such complaint as maintained in such office. A "complaint" shall be deemed to mean any written statement of a customer or any person acting on behalf of a customer alleging a grievance involving the activities of those persons under the control of the broker-dealer in connection with the solicitation or execution of any transaction or the disposition of securities or funds of that customer.

(c) All broker-dealers shall keep and maintain at their branch offices, open to inspection by the bureau, a litigation file documenting any criminal or civil actions filed in any state or federal court against the broker-dealer branch office or against any of its personnel with respect to a securities transaction and the disposition of any such litigation.

(d) Every broker-dealer shall preserve all records required by this section for a period of not less than 6 years, the first 2 years in an easily accessible place and form.

Atg-Se 501.06 Annual reports to bureau

(a) Every broker-dealer shall, within 60 days following the close of its fiscal year, submit an annual report to the bureau in such form and containing the following information: at a minimum, the report shall contain audited financial statements certified by an independent certified public accountant consisting of a balance sheet, income statement, statement of cash flows, a reconciliation of surplus and appropriate notes prepared in accordance with generally accepted accounting principles. The Bureau of Securities Regulation will not recognize any person as an independent certified public accountant who is not duly registered and in good public standing as such under the laws of his place of residence or principal office.

(b) All annual reports are to be under the oath or affirmation of the broker-dealer attesting that, to the best knowledge and belief of the person making such oath or affirmation, the financial statement and supporting schedule are true and correct and neither the broker-dealer nor any partner, officer, or director, as the case may be, has any proprietary interest in any account classified as that of a customer.

(c) The broker-dealer shall submit a report which demonstrates compliance with the net capital requirement of these sections.

(b) Each branch office within this state shall be supervised by a resident manager who shall have qualified as a principal by passing either the Series 8 exam or a principal's exam applicable to the licensee's business. Administration of exams shall be conducted by the National Association of Securities Dealers.

Atg-Se 501.08 Examinations

The per diem charges pursuant to RSA 421-B:9, VII shall be calculated to reflect the actual cost of examinations.

Part Atg-Se 502. Standards and Requirements for Investment Advisers

Atg-Se 502.01 Fiduciary responsibility; segregation of clients' property

(a) It shall be unlawful for any investment advisor to take or have custody of any funds or securities in which any client has a beneficial interest unless all of the following requirements are met:

(1) All such securities of each such client are segregated, marked to identify the particular client who has the beneficial interest therein, and held in safekeeping in some place reasonably free from risk of destruction or other loss; and

(2) All such funds of such clients are deposited in one or more bank accounts which contain only clients' funds; and such account or accounts are maintained in the name of the investment advisor as agent or trustee for such clients; and

(3) The investment advisor maintains a separate record of each such account which shows:

a. the name of the bank where such account is maintained.

b. the dates and amounts of deposits in and withdrawals from such account, and

c. the exact amount of each client's beneficial interest in such account;

(4) Such investment advisor immediately after accepting custody or possession of such funds or securities from any client, notifies such client in writing of:

a. the place and manner in which such fund or securities will be maintained, and

b. thereafter, if and when there is any change in the place or manner in which such funds or securities are being maintained, gives each such client written notice thereof;

(5) Such investment advisor sends to each client, not less frequently than once every 3 months, an itemized statement showing the funds and securities in the custody or possession of the investment advisor at the end of such period, and all debits, credits and transactions in such client's account during such period;

(6) All such funds and securities are verified by actual examination at least once during each calendar year by an independent certified public accountant.

(7) A certificate of such accountant stating that he has made an examination of such funds and securities, and describing the nature and extent of such examination, shall be filed with the commissioner promptly after such examination.

(b) This section shall not apply to an investment advisor also registered as an investment advisor under Section 15 of the Securities Exchange Act of 1934 if:

(1) Such investment advisor is subject to and in compliance with Rule 15c3-1 (Reg. 240.15c3-1) under the Securities Exchange Act of 1934, or

(2) Such investment advisor is a member of an exchange whose members are exempt from Rule 15c3-1 under the provisions of paragraph (b)(2) thereof, and such investment advisor is in compliance with all rules and settled practices of such exchange imposing requirements with respect to financial responsibility and the segregation of funds or securities carried for the account of customers.

Atg-Se 502.02 Complaints

Every investment adviser shall keep and preserve in each office of supervisory jurisdiction either a separate file on all written complaints of customers and action taken by the investment adviser, if any, or a separate record of such complaints and a clear reference to the files containing the correspondence connected with such complaint as maintained in such office. A "complaint" shall be deemed to mean any written statement of a customer or any person acting on behalf of a customer alleging a grievance involving the activities of those person under the control of the investment adviser in connection with the solicitation or execution of any transaction or the disposition of securities or funds of that customer.

Atg-Se 502.03 Required bookkeeping

(a) Every investment adviser shall make and keep true, accurate and current books and records relating to his investment adviser business. Every investment adviser shall preserve all records required by this section for a period of not less than 6 years, the first 2 years in an easily accessible place and form.

(b) All investment advisers shall keep and maintain at their branch offices, open to inspection by the bureau, a litigation file documenting any criminal or civil actions filed in any state or federal court against the investment adviser's branch office or against any of its personnel with respect to a securities transaction and the disposition of any such litigation.

Atg-Se 502.04 Branch office

Every licensee shall within 60 days of opening a branch office within this state make and transmit to the bureau, notice of said office opening. Said notice shall include the location of said office, the person responsible for the daily supervision of such office, and the number of agents to be supervised from that office.

Part Atg-Se 503. Reserved

Chapter Atg-Se 600 [Top]

DEVICES, SCHEMES AND ARTIFICES TO DEFRAUD

Part Atg-Se 601. Any Person; Offers or Sale of Securities

Atg-Se 601.01 All or none and refundable sales

(a) It shall constitute a manipulative or deceptive device or contrivance within the meaning of RSA 421-B:5 for any person, directly or indirectly, in connection with the offer or sale of any security, to make any representation:

(1) To the effect that the security is being offered or sold on an all or none basis, unless the security is part of an offering or distribution being made on the condition that all or a specified amount of the consideration paid for such security will be promptly refunded to the purchaser unless

a. all of the securities being offered are sold at a specified price within a specified time, and

b. the total amount due to the seller is received by him by a specified date; or

(2) To the effect that the security is being offered or sold on any other basis whereby all or part of the consideration paid for such security will be refunded to the purchaser if all or some of the securities are not sold, unless the security is part of an offering or distribution being made on the condition that all or a specified part of the consideration paid for such security will be promptly refunded to the purchaser unless:

a. a specified number of units of the security are sold at a specified price within a specified time, and

b. the total amount due to the seller is received by him by a specified date.

(b) This section shall not apply to any offer or sale of securities as to which the seller has a firm commitment from any underwriter (subject only to customary conditions precedent, including "market outs") for the purchase of all the securities being offered.

Part Atg-Se 602. Any Person; General Prohibitions

Atg-Se 602.01 Guarantees and excessive trading practices

It shall constitute a fraudulent or deceptive device or contrivance within the meaning of RSA 421-B:3 for any person to:

(a) Represent in the offer or sale of securities, either directly or by implication, in writing or orally, that there is a guarantee against risk or loss;

(b) Induce excessive trading in a customer's account, or induce trading beyond that customer's known financial resources;

(c) Effect transactions in the account of a customer without his knowledge or maintain discretionary accounts without written authorization;

(d) Engage or aid in "boiler room" operations or high pressure tactics in connection with the promotion of speculative offerings or "hot issues" by means of an intensive telephone campaign or unsolicited calls to persons not known by or having an account with the salesman or broker-dealer represented by him whereby the prospective purchaser is encouraged to make a hasty decision to invest, irrespective of his investment needs and objectives.

Part Atg-Se 603. Broker-Dealer: Notification of Activity

Atg-Se 603.01 Disclosure and confirmation to customers

The following shall constitute "manipulative, deceptive, or other devices or contrivances" within the meaning of RSA 421-B:5.

(a) Any act of any broker-dealer designed to effect with or for the account of a customer any transaction in, or to induce the purchase or sale by such customer of, any security (other than United States Tax Savings Notes, United States Defense Savings Stamps, or United States Defense Savings Bonds) unless such broker-dealer, at or before the completion of each such transaction, gives or sends to such customer written notification disclosing:

(1) Whether he is acting:

a. as a broker for such customer

b. as a dealer for his own account

c. as a broker for some other person, or

d. as a broker for both such customer and some other person; and

(2) In any case in which he is acting as a broker for such customer or for both such customer and some other person:

a. either the name of the person from whom the security was purchased or to whom it was sold for such customer and the date and time when such transaction took place or

b. the fact that such information will be furnished upon request of such customer, and the source and amount of any commission or other remuneration received or to be received by him in connection with the transaction.

(b) Any act of any broker-dealer designed to effect, with or for the account of a customer, any transaction in a security in respect to which such broker-dealer is participating in the distribution of, or is otherwise financially interested in, unless such broker-dealer provides written disclosure to such customer the existence of such participation or interest before the completion of such transaction.

(c) Any act of any broker-dealer or agent controlled by, controlling, or under common control with, the issuer of any security, designed to effect with or for the account of a customer any transaction in such securities unless the broker-dealer or agent, provides written disclosure to such customer of the existence of such control before the completion of the transaction.

(d) Any act of any broker-dealer who is acting for a customer or for both such customer and some other person, or of any broker-dealer who receives or has promise of receiving a fee from a customer for advising such customer with respect to securities, designed to effect with or for the account of such customer any transaction in, or to induce the purchase or sale by such customer of, any security in the distribution of which such broker-dealer is participating or is otherwise financially interested unless such broker-dealer, at or before the completion of such transaction, gives or sends to such customer written notification of the existence of such participation or interest.

(e) Any act of any broker-dealer designed to effect with or for any customer's account, in respect to which such broker-dealer or his agent or employee is vested with any discretionary power any transaction for the purchase or sale of a security unless:

(1) immediately after effecting such transaction such broker-dealer make a record of such transaction, which record includes:

a. the name of such customer,

b. the name, amount and price of the security, and

c. the date and time when such transaction took place, and

(2) such broker-dealer sends each month to each customer in whose account such broker-dealer exercises any discretionary authority, an itemized statement showing the funds and securities in the custody or possession of the broker-dealer at the end of such period, and all debits, credits and transactions in such client's account during such period.

(f) Any representation made to a customer by a broker-dealer who is participating or otherwise financially interested in the distribution of any security which is not admitted to trading on a national securities exchange that such security is being offered to such customer "at the market" or at a price related to the market price unless such broker-dealer knows or has reasonable grounds to believe that a market for such security exists other than that made, created or controlled by him, or by any person for whom he is acting or with whom he is associated in such distribution, or by any person controlled by, controlling or under common control with him.

(g) The use of financial statements purporting to give effect to the receipt and application of any part of the proceeds from the sale or exchange of securities, unless the assumptions upon which each such financial statement is based are clearly set forth as part of the caption to each such statement in type at least as large as that used generally in the body of the state.

(h) Use information about an issuer, learned from the issuer's officers, directors or key employees, which is not generally available to the public and which would significantly affect the market price of the issuer's securities for personal benefit, directly or indirectly, in the offer, sale or purchase of the issuer's securities as a basis for making a recommendation regarding a security;

(i) Create an atmosphere of false supply or demand or engage in market manipulations;

(j) Create unreasonable delays in delivering securities;

(k) Representing that securities will be listed on a national exchange or that application for listing will be made, without any basis in fact for such representation;

(l) Selling or soliciting the purchase of one security conditioned upon the customer's agreement to purchase another security.

Part Atg-Se 604. Agents, Broker-Dealers; Distribution of Securities

Atg-Se 604.01 Bona fide distribution requirements

(a) It shall constitute a manipulative or deceptive device or contrivance within the meaning of RSA 421-B:5 for any broker-dealer or agent who is an underwriter in connection with a distribution of securities to fail to make a bona fide distribution of the securities at the public offering price of securities of a public offering which immediately trades at a premium in the secondary market.

(b) An underwriter does not make a "bona fide distribution to the public" within the meaning of this section when he, or any person associated with him:

(1) Continues to hold any of the securities in his own account or in the account of any person associated with him;

(2) Sells any of the securities to any officer, director, general partner, employee or agent of the underwriter or of any other broker-dealer, or to a person associated with the underwriter or with any other broker-dealer, or to a member of the immediate family of any such person;

(3) Sells any of the securities to a person who is a finder in respect to the public offering or to any person acting in a fiduciary capacity to the managing underwriter, including, among others, attorneys, accountants and financial consultants, or to a member of the immediate family of any such person;

(4) Sells any securities to a person to whom sales are exempted under RSA 421-B:17, II(g) or to any employee or any other person who may influence or whose activities directly or indirectly involve or relate to the function of buying or selling securities for said persons;

(5) Sells any securities to any account in which any person specified in paragraphs (1), (2), (3) or (4) hereof has a beneficial interest. Provided, however, an underwriter may sell part of his securities acquired as described above to:

a. Persons enumerated in paragraphs (3) and (4) above; and

b. Members of the immediate family or persons enumerated in paragraph (2) hereof provided that such person enumerated in paragraph (2) does not contribute directly or indirectly to the support of such member of the immediate family; and

c. Any account in which any person specified under paragraph (3), (4) or (5) above has a beneficial interest if the broker-dealer or agent is prepared to demonstrate that:

(1) the securities were sold to such persons in accordance with their normal investment practice with the broker-dealer or agent,

(2) the aggregate of the securities so sold is insubstantial and not disproportionate in amount as compared to sales to members of the public, and

(3) the amount sold to any one of such persons is insubstantial in amount;

(6) Sells any of the securities; at or above the public offering price to any other broker-dealer; except that an underwriter may sell all or part of the securities acquired as described above to another broker-dealer upon receipt from the latter assurance in writing that such purchase would be made to fill orders for bona fide public customers, other than those enumerated in paragraphs (1), (2), (3), (4) or (5) above, at the public offering price as an accommodation to them and without compensation for such.

(7) Sells any of the securities to any domestic bank, domestic branch of a foreign bank, trust company or other conduit for an undisclosed principal unless written assurance is received from such bank, trust company or conduit certifying that the purchase in each case is not made for the benefit of any person enumerated in paragraphs (1) through (6) above; and

(c) For the purposes of this section, the term "any person associated with him means any officer, director, partner or branch manager of an underwriter, or any person occupying a similar status or performing similar functions, or any natural person directly or indirectly controlling or controlled by such underwriter other than employees whose functions are clerical or ministerial.

Part Atg-Se 605. Investment Adviser: Advertisements

Atg-Se 605.01 Fraudulent advertisements

(a) It shall constitute a device, scheme or artifice to defraud for an investment adviser, directly or indirectly to publish, circulate or distribute any advertisement which:

(1) Refers directly or indirectly to any testimonial of any kind concerning the investment advisor or concerning any advice, analysis, report or other service rendered by such investment advisers; or

(2) Refers directly or indirectly to past specific recommendations of such investment adviser which were or would have been profitable to any person; except that this shall not prohibit an advertisement which sets out or offers to furnish a list of all recommendations made by such investment adviser within the immediately preceding period of not less than one year if such advertisement and such list, if it is furnished separately;

a. States the name of each security recommended, the date and nature of each such recommendation such as whether to buy, sell or hold, the market value at that time, the price at which the recommendation was to be acted upon, and the market price of each such security as of the most recent practicable date, and

b. Contains the following cautionary legend on the first page thereof in print or type as large as the largest print or type used in the body or text thereof: "It shall not be assumed that recommendations made in the future will be profitable or will equal the performance of the securities in this list.";

(3) Represents, directly or indirectly that any graph, chart, formula or other device being offered can in and of itself be used to determine which securities to buy or sell, or when to buy and sell them;

(4) Represents directly or indirectly that any graph, chart, formula or other device being offered will assist any person in making his own decision as to which securities to buy or sell, or when to buy or sell them, without prominently disclosing in such advertisement the limitations thereof and the difficulties with respect to its use;

(5) Contains any statement to the effect that any report, analysis or other service will be furnished free or without charge, unless such report, analysis or other service actually is or will be furnished entirely free and without any condition or obligation directly or indirectly; or

(6) Contains any untrue statement of a material fact or which is otherwise false or misleading.

Atg-Se 605.02 Definition of advertisement

For the purposes of this part, the term "advertisement" shall include any notice, circular, letter or other written communication given to more than one person, or any notice or other announcement, any publication or by radio or television, which offers:

(a) Any analysis, report or publication concerning securities or which is to be used in making any determination as to when to buy or sell securities, or

(b) Any graph, chart, formula or other device to be used in making any determination concerning when to buy or sell any security, or which security to buy or sell, or

(c) Any other investment advisory service with regard to securities.

Part Atg-Se 606. Investment Advisers; Unlawful Investment Advisory Contracts

Atg-Se 606.01 Investment advisory contracts

It is unlawful for any investment adviser to enter into, extend or renew any investment advisory contract which:

(a) Provides for compensation to the investment advisor which is based upon or measured by profits accrued or to accrue from transactions recommended or carried out by the investment advisor, or which is based upon a share of capital gains or upon capital appreciation of the funds or any portion of the funds of the client. This shall not be construed to prohibit charges based upon the total value of the assets under management averaged over a definite period, or as of definite dates, or taken as of a definite date, nor charges based upon the performance of the managed assets as compared to an index established by the parties to the advisory contract.

(b) Fails to provide, in writing, that no assignment of such contract shall be made by the investment advisor without the consent of the other party to the contract. "Assignment," as used herein, includes any direct or indirect transfer or hypothecation of an investment advisory contract by the assignor or of a controlling block of the assignor's outstanding voting securities by a security holder of the assignor. However if the investment advisor is a partnership, no assignment of an investment advisory contract shall be considered to result from the death or withdrawal of a minority of the members of the investment advisor having only a minority interest in the business of the investment advisor, or from the interest in the business of the investment adviser, or from the admission to the investment advisor of one or more members who, after admission, will be only a minority of the members and will have only a minority interest in the business.

(c) Fails to provide in writing that the investment advisor, if a partnership, shall notify the other party to the contract of any change in the membership of the partnership within 30 business days after such change.

(d) Provides for settlement of disputes through arbitration or requires waiver of a client's legal rights and remedies.

Atg-Se 606.02 Definition of investment advisory contract

As used in this part, "investment advisory contract" means any contract or agreement whereby a person agrees to act as an investment adviser or to manage any investment or trading account for a person other than an investment company as defined in RSA 421-B:2, IX.

Chapter Atg-Se 700 [Top]

REGISTRATION AND EXEMPTION OF SECURITIES

Part Atg-Se 701. Registration by Coordination

Atg-Se 701.01 General requirement

(a) As a condition of registration of securities by an issuer, restrictions on transferability of all cheap stock owned by officers, directors or persons owning greater than 10 percent of the then outstanding stock of the issuer, may be required. The restrictions on transferability may be by means of escrow of shares, legending of share certificates, or by other means as shall be determined by the Attorney General upon the facts and circumstances of each case to be necessary for the protection of public investors, or by any combination of the foregoing. For purposes of this section, "cheap stock" shall mean securities of the description contained in RSA 421-B:15, V(a). The Attorney General, for good cause shown, shall suspend this requirement by order.

(b) The Attorney General shall determine conditions of escrow which he deems applicable whenever escrow of securities may be necessary, and shall prescribe forms embodying such conditions of escrow. The bureau shall prescribe additional conditions applicable to each particular case which shall be typed upon the form in space provided, or upon separate sheets which shall be attached to and made a part of the prescribed form. All escrow agreements shall be prepared on forms so prescribed by the bureau.

(c) In any escrow agreement pursuant to RSA 421-B:15, V(a), the Attorney General shall be deemed a party to the agreement.

Atg-Se 701.02 Warrant required

Every application for registration by coordination shall be accompanied by a copy of the warrant or option to the underwriter and any agreements pursuant thereto, if the underwriter is to receive a warrant or option.

Part Atg-Se 702. General Standards

Atg-Se 702.01 Standards for persons offering securities

Additional disclosures shall be made in offering documents or registration statements, or an application for registration or a filing for exemption from the registration requirement shall be denied, or further conditions for an exemption or registration shall be imposed, if any of the persons, other than persons licensed in this state, issuing or offering securities in this state:

(a) Has filed a registration statement which is the subject of a currently effective registration stop order entered pursuant to any state's securities law within 5 years prior to the instant securities offering in this state.

(b) Has been convicted within 5 years prior to making the instant offer of a security in this state of:

(1) any felony or misdemeanor in connection with the offer, purchase or sale of any security; or

(2) any felony involving fraud or deceit, including but not limited to:

a. forgery

b. embezzlement

c. obtaining money under false pretenses

d. larceny, or

e. conspiracy to defraud

(c) Is currently subject to a material administrative enforcement order or judgment entered by that state's securities administrator within five years prior to offering securities in this state or is subject to any state's administrative enforcement order or judgment in which fraud or deceit, including but not limited to making untrue statements of material facts and omitting to state material facts, was found and the order or judgment was entered within five years prior to offering securities in this state.

(d) Is subject to a material administrative enforcement order or judgment which prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities.

(e) Is currently subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently restraining or enjoining such party from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state entered within 5 years prior to offering securities in this state.

Atg-Se 702.02 Disclosure documents: Content and delivery

(a) Offering documents filed with the Bureau shall be delivered to prospective investors at least forty-eight (48) hours before investors commit to the investment, provided that the Attorney General, for good cause shown, shall suspend this requirement by order.

(b) Additional disclosures shall be included in any offering document, for the benefit of investors to provide full and fair disclosure of a particular investment opportunity to investors.

Atg-Se 702.03 Sales reports

Any person who sells securities in New Hampshire pursuant to a registration under NH RSA 421-B:12, 13 or 14 where less than the maximum offering has been registered in this State, or pursuant to an exemption from the registration requirements under 421-B:17 II(h) or (4), shall file sales reports with the Attorney General at least annually. Such reports shall be filed one year after the effective date of the registration or exemption, and a final sales report shall be filed within sixty (60) days of the termination of the offering. The sales reports shall indicate the total number and amount of sales in this state and the total number and amount of sales in all jurisdictions.

Atg-Se 702.04 Legend placement

For purposes of NH RSA 421-B:20 II, the definition of "cover page" shall include the first page of the offering document, or any one of the first five (5) pages of the offering document where standard federal legends and/or the legends of other states appear.

Part Atg-Se 703. Securities and Transactional Exemptions from Registration

Atg-Se 703.01 Uniform limited offering exemption

The following securities transaction is determined to be exempt from the registration requirements NH RSA 421-B:11 pursuant to NH RSA 421-B:17 II(r):

(a) Any offer or sale of securities offered or sold in compliance with Securities Act of 1933, Regulation D, Rules 230.501-230.503 and Rule 230.505 and/or 230.506, and which satisfies the following further conditions and limitations:

(1) No commission, fee or other remuneration shall be paid or given, directly or indirectly, to any person for soliciting any prospective purchaser in this state unless such person is appropriately registered as a broker-dealer or agent of a broker-dealer in this state.

(2) The issuer shall file with the bureau no later than 10 days prior to the receipt of consideration or the delivery of a subscription agreement by an investor in this state which results from an offer being made in reliance upon this exemption:

a. A notice on Securities and Exchange Commission Form D (17 CFR 239.500); and

b. All information furnished by the issuer to offeree; and

c. A consent to service of process pursuant to RSA 421-B:30; and

d. A filing fee in the amount set forth at RSA 421-B:31, I(h); and

e. The Federal Form D at such other times and in the form required under Regulation D, Rule 230.503 to be filed with the Securities and Exchange Commission.

(3) In all sales to persons who are not "accredited investors," as defined by the Securities Act of 1933, Regulation D, Rule 501(a) in this state, the following conditions shall be satisfied or the issuer and any person acting on its behalf shall believe and have reasonable grounds to believe, after making reasonable inquiry and obtaining written representations from the investor, that the following conditions have been satisfied:

a. The investment is suitable for the purchaser upon the basis of the facts, if any, disclosed by the purchaser as to the purchaser's other security holdings, financial situation and needs. For the purpose of this condition only, it may be presumed that if the investment does not exceed 10% of the investor's net worth exclusive of home, home furnishings and automobiles it is suitable; or

b. The purchaser either alone or with his/her purchaser representative(s) has such knowledge and experience in financial and business matters that he/she is or they are capable of evaluating the merits and risks of the prospective investment.

(4) In those instances where sales are made to persons who are not "accredited investors" as defined by the Securities Act of 1933, Regulation D, Rule 501(a), where offering documents do not meet the disclosure requirements of the Securities Act of 1933, Regulation D, Rule 502(b), the Attorney General shall require additional disclosure or impose additional conditions to insure said disclosure requirements are met.

(5) The exemption authorized by this rule shall be known and may be cited as the "Uniform Limited Offering Exemption."

(b) No exemption under this rule shall be available for transactions involving the securities of any issuer if any part of 702.01(a) through (e) applies to any of the parties described in the Securities Act of 1933, Regulation A, Rule 230.252 sections (c), (d), (e) or (f).

Chapter Atg-Se 800 [Top]

SECURITIES OFFERINGS -- GENERAL STANDARDS OF CONDUCT

Part Atg-Se 801. Suitability of the Participant

Atg-Se 801.01 Suitability requirement

(a) Whenever a securities offering involves limited transferability, or a relative lack of liquidity, or if the specific tax orientation of a private venture so indicates, the sponsor and its selling representatives should be cautious concerning the persons to whom such securities are marketed. Suitability standards for investors shall, therefore, be imposed by the Attorney General which reasonably recognize the foregoing, as well as the type of program to be offered.

(b) Sponsors shall set forth in the prospectus the investment objectives of a program, a description of the type of person who could benefit from the program and the suitability standards to be applied in marketing it.

(c) The suitability standards proposed by the sponsor shall be reviewed for fairness by the Attorney General in processing the application. In determining how restrictive the standards shall be, special attention will be given to the existence of such factors as high leverage, substantial prepaid interest, balloon payment financing, excessive investments in unimproved land, and uncertain or no cash flow from program property.

(d) Programs structured to give deductible tax losses of 50% or more of the capital contribution of the participant in the year of investment shall be sold only to persons in higher income brackets considering income taxes. Programs which involve more than ordinary investor risk shall adhere to the suitability standards set forth at Atg-Se 801.02 which indicate a substantial net worth of the investor.

Atg-Se 801.02 General guidelines for suitability

(a) The Attorney General hereby adopts the following financial criteria pertaining to suitability:

(1) Net worth, exclusive of home, home furnishings, and automobiles of $250,000 or

(2) Net worth, exclusive of home, home furnishings, and automobiles of $125,000, and $50,000 of taxable income.

(b) The Attorney General, for good cause shown, may suspend these criteria by order.

Part Atg-Se 802. Conflict of Interest

Atg-Se 802.01 Funds and assets available to sponsor without consideration

It shall constitute a fraudulent devise or contrivance and a material conflict of interest sufficient to render the proposed program incapable of accomplishing its stated objectives in the best interest of the investors when program funds or other assets are made available to the sponsor or any affiliate for any purpose not consistent with the stated purposes of the program, whether with or without adequate consideration thereof.

Atg-Se 802.02 Purchase of property for excessive consideration from sponsor

It shall constitute a fraudulent devise or contrivance and a material conflict of interest sufficient to render the proposed program incapable of accomplishing its stated objectives in the best interest of the investor when the program purchases property, acquired by the sponsor or any affiliate of the sponsor:

(a) Within the 2 years next preceding the date of transfer to the program for consideration in excess of:

(1) The cost of the property to the sponsor or its affiliates; or

(2) The present fair market value of the property, as determined by a qualified independent appraiser.

(b) Held longer than the 2 years next preceding the date of transfer to the program for consideration in excess of:

(1) The cost of the property to the sponsor or its affiliates if the present fair market value is not more than 10 percent above or below the cost to the sponsor or affiliate; or

(2) The present fair market value of the property, if, upon appraisal by a qualified independent appraiser, the fair market value is more than 10 percent above or below its cost to the sponsor or affiliate.

(c) For purposes of this section, cost to the sponsor or affiliate shall include the sale price of the property paid by the sponsor or affiliate, plus any reasonable charges attributable to mineral evaluation, title examination, delay rentals, and any reasonable sales commissions paid by the sponsor or affiliate provided that no such sales commissions, or any profit on the sale inured to the benefit of any affiliate of the program's sponsor on such a sale made within the 2-year period next preceding the transfer to the program.

Atg-Se 802.03 Mandatory service and supply contracts

(a) It shall constitute a fraudulent devise or contrivance and a material conflict of interest sufficient to render the proposed program incapable of accomplishing its stated objectives in the best interest of the investors when the program is obligated to acquire any of its property or services from the sponsor or an affiliate of the sponsor.

(b) The program may acquire services from the sponsor or an affiliate provided the prices are no higher than those normally charged in the same geographical areas by non-affiliated persons or companies dealing at arm's-length. Such persons must be able to demonstrate that they are acting independently and are engaging in a continuing business activity of providing drilling or other material services or supplies to the oil and gas industry. In the alternative, such contracts or arrangements must follow open competitive bidding in which such affiliated persons or companies are the lowest responsible bidders.

Atg-Se 802.04. Arbitrary classification and placement of costs

It shall constitute a fraudulent devise or contrivance and a material conflict of interest sufficient to render the proposed program incapable of accomplishing its stated objectives in the best interest of the investors when the sponsor reserves the right to arbitrarily classify costs as either tangible or intangible, or to arbitrarily place any costs, or activities of the program in any classification which might affect the interests of the participants, unless such classification is made in accordance with generally accepted accounting principles and industry practices.

Atg-Se 802.05 Contract terminations

It shall constitute a fraudulent devise or contrivance and a material conflict of interest sufficient to render the proposed program incapable of accomplishing its stated objectives in the best interest of the investors when any contract or other arrangements between the sponsor or an affiliate and the program cannot be terminated upon 60-days, or less written notice without penalty.

Atg-Se 802.06 Self-dealings to benefit of sponsor or affiliates

It shall constitute a fraudulent devise or contrivance and a material conflict of interest sufficient to render the proposed program incapable of accomplishing its stated objectives in the best interest of the investors when any other self-dealing between the program and the sponsor or any affiliate of the sponsor exists which might in any way benefit the sponsor or affiliate without a corresponding equal benefit to the program. This shall include, but not be limited to, the use of program assets for the purpose of proving up adjacent properties or properties in the geographical prospect area belonging to sponsors or affiliates.

Chapter Atg-Se 900 [Top]

OPEN-END MANAGEMENT INVESTMENT COMPANIES

Repealed by Doc. No. 5431, eff. 7-1-92

Chapter Atg-Se 1000 [Top]

ISSUER-DEALERS

Part Atg-Se 1001. Licensing Requirements

Atg-Se 1001.01 Definitions

(a) "Issuer-dealer" means any person, partnership or a corporation incorporated in this state or having its principal office in this state, and issuing its own securities for sale directly to the general public.

(b) "Issuer-dealer Agent" means any person soliciting sales of securities for an issuer-dealer licensed in accordance with this chapter. Agents as such are subject to these rules.

Atg-Se 1001.02 License

No person or corporation having its principal office in this state shall issue its own securities for sale directly to the general public unless licensed pursuant to this chapter.

Atg-Se 1001.03 Requirements

No person shall be issued an issuer-dealer license unless at least one person engaged in offering securities for sale on behalf of the issuer-dealer is licensed as an issuer-dealer agent.

Part Atg-Se 1002. Issuer-Dealers Application Procedure

Atg-Se 1002.01 Application

(a) Applications for an issuer-dealer's license in New Hampshire may be obtained from and shall be filed at the office of the secretary of state, State House, Room 204, Concord, New Hampshire, 03301-4989.

(b) Each applicant for a license under this part shall make application on Form D of the state of New Hampshire and shall supply the following information:

(1) Name, address and telephone number.

(2) Date of incorporation or organization, place and type of organization.

(3) Listing of principals, officers, directors or managing agents.

(4) References or letters of recommendation.

(5) General business plan.

(6) Type and amount of securities to be sold.

(7) Signature of the general partner(s), or in the case of a corporation, the person or persons so authorized by corporate resolution.

(c) In addition to (b) above, each applicant shall submit a requisition for license of issuer-dealers agents on Form D-2 200 and shall supply the following information:

(1) Name of corporation.

(2) Name and address of all persons being appointed as issuer-dealer agents.

(3) Signature of principal.

(d) In addition to (b) and (c) above, each applicant shall submit a completed Authorization to Release Criminal Conviction Record Information on Form D-1, signed by the applicant under penalty of perjury and notarized. The applicant shall further sign on Form D-1 the following authorization: "I hereby authorize the release of my criminal conviction record information to the Bureau of Securities Regulation, Department of State," and shall supply the following information:

(1) Name and address of applicant.

(2) Date of birth.

(3) Social Security number.

(4) Eye color and hair color of applicant.

(e) In addition to the forms required by (b), (c), and (d) above, the application for an issuer-dealer's license shall consist of:

(1) The articles of incorporation and by-laws of the issuer-dealer or the partnership agreement, and they shall be certified by the appropriate person as complete current copies of the same.

(2) A financial statement which shall be:

a. audited, or in the instance where no audited financial statement is in existence, then

b. certified by the appropriate person as a complete, accurate pro forma financial statement.

(3) Copies of all and any circulars, prospectuses, or memorandum of the issue.

(4) The appropriate fee pursuant to RSA 421-B:31.

(f) Each applicant for licensure as an issuer-dealer shall appoint the secretary of state and his successors in office as its attorney to receive service of all legal process issued against it in any civil action or proceeding in this state, and shall agree that process so served shall be valid and binding upon said applicant. The appointment shall be irrevocable. It shall bind said applicant and any successor in interest as to the assets or liabilities of said applicant, and it shall remain in effect as long as there are outstanding in this state any obligations or liability, or the potential for obligations or liability, resulting from the activities creating the need for the license.

Atg-Se 1002.02 Original license -- issuance or denial

(a) The secretary of state shall issue an issuer-dealer license to the applicant if the following criteria have been met:

(1) timely filing of an application with the Bureau; complete in all respects.

(2) demonstration by the applicant of complete fulfillment of the requirements of these parts, and;

(3) demonstration by the applicant of complete fulfillment of the requirements of RSA 421-B.

(b) In the event an application for an original issuer-dealer license in the state of New Hampshire fails to meet the requirements of these parts or RSA 421-B, or both, the bureau shall deliver to the applicant a written denial of the application, specifying the requirement which the applicant failed to meet and how the applicant is deficient. The notice of denial shall be issued in connection with procedures set forth in Part 201 of this chapter.

Part Atg-Se 1003. Issuer-Dealer Agent Application Procedure

Atg-Se 1003.01 Applications

(a) Applications for license as an issuer-dealer agent may be obtained and shall be filed at the office of the secretary of state, State House, Room 204, Concord, New Hampshire, 03301-4989.

(b) Each applicant for a license under these parts shall provide a Personal Statement of Agent on Form D-3 200 of the state of New Hampshire (1/88) and shall supply the following:

(1) Name, address, and date of birth.

(2) Past and present occupations.

(3) Name and address or employer, whether or not a member of the firm, and names of other firm partners.

(4) Information regarding securities experience, employment, licenses held, applied for or denied.

(5) A consent to service of process appointing the secretary of state in New Hampshire as agent for service of process.

(6) Signature of applicant.

Atg-Se 1003.02 Original license -- issuance or denial

(a) The secretary of state shall issue an issuer-dealer agent's license to the applicant if the following criteria have been met:

(1) timely filing of an application with the Bureau; complete in all respects;

(2) demonstration by the applicant of complete fulfillment of the requirements of these parts, and;

(3) demonstration by the applicant of complete fulfillment of the requirements of RSA 421-B.

(b) In the event an application for an original issuer-dealer agent's license in the state of New Hampshire fails to meet the requirements of these parts or RSA 421-B, or both, the bureau shall deliver to the applicant a written denial of the application, specifying the requirement which the applicant failed to meet and how the applicant is deficient. The notice of denial shall be issued in connection with procedures set forth in Part 201 of this chapter.

Part Atg-Se 1004. Issuer-Dealer and Issuer-Dealer Agent Renewals

Atg-Se 1004.01 Renewal application -- issuer-dealer

Application for renewal or an issuer-dealer license shall be made by December 31st of each year to the bureau and shall include the fee prescribed pursuant to RSA 421-B:31.

Atg-Se 1004.02 Renewal application -- issuer-dealer agent

Applications for renewal of an issuer-dealer agent's license in New Hampshire shall be made by December 31st of each year to the bureau and shall include the fee prescribed pursuant to RSA 421-B:31.

Atg-Se 1004.03 Renewal application -- deficiencies

The bureau shall notify the applicant in writing as to how the renewal application is deficient. The applicant may then correct the deficiency or file with the bureau a written request for a hearing before the office.

Atg-Se 1004.04 Renewal license -- issuance or denial

(a) The secretary of state shall issue a renewal issuer-dealer or issuer-dealer agent's license to the applicant if the following criteria have been met:

(1) timely filing of an application with the Bureau; complete in all respects;

(2) demonstration by the applicant of complete fulfillment of the requirements of these parts, and;

(3) demonstration by the applicant of complete fulfillment of the requirements of RSA 421-B.

(b) In the event an application for an original issuer-dealer's or issuer-dealer agent's license in the state of New Hampshire fails to meet the requirements of these parts or RSA 421-B, or both, the bureau shall deliver to the applicant a written denial of the application, specifying the requirement which the applicant failed to meet and how the applicant is deficient. The notice of denial shall be issued in connection with procedures set forth in Part 201 of this chapter.

Atg-Se 1004.05 Duplicate/replacement certificate -- issuance

The bureau may, at its discretion, issue duplicate or replacement issuer-dealer or issuer-dealer agent's licenses upon:

(a) A written request therefore signed by the applicant;

(b) Proof that good cause exists for the issuance of the duplicate/replacement license.

Part Atg-Se 1005. Issuer-Dealer or Issuer-Dealer Agent Revocation and Suspension

Atg-Se 1005.02 Suspension -- effect

The suspension of an issuer-dealer's or issuer-dealer agent's license shall temporarily withdraw the authority to conduct an issuer-dealer's or issuer-dealer agent's business in New Hampshire until the time specified in the order of suspension. The authority to conduct an issuer-dealer's or issuer-dealer agent's business in New Hampshire shall be recovered only by complying with all of the requirements of these parts regarding the renewal of an issuer-dealer's or issuer-dealer agent's license and the payment of any penalties assessed in connection with the cause for suspension.

Atg-Se 1005.03 Voluntary surrender -- when permitted

(a) Any person holding an issuer-dealer's or issuer-dealer agent's license may voluntarily return that license to the bureau. The return of such license shall be accompanied by the licensee's signed, written statement as to why the license is being voluntarily returned to the bureau. The voluntary surrender of an issuer-dealer's or issuer-dealer agent's license shall serve to withdraw the authority for the issuer-dealer or issuer-dealer agent to conduct an issuer-dealer's or issuer-dealer agent's business in New Hampshire.

(b) Voluntary surrender of an issuer-dealer's or issuer-dealer agent's license shall not be permitted if there exists, at the time the license is presented to the bureau, any cause for involuntary revocation or suspension of the licensee's license to do business as an issuer-dealer or issuer-dealer agent, unless the licensee presenting the license shall state in writing that the voluntary surrender of the license is in lieu of proceedings looking to the involuntary revocation or suspension of the license to do business as an issuer-dealer or issuer-dealer agent in New Hampshire.

Atg-Se 1005.04 Hearing

Except as authorized by statute or these parts, an issuer-dealer's or issuer-dealer agent's license shall not be revoked or suspended except in accordance with procedures set forth in Part 201 of this chapter.

Atg-Se 1005.05 Return of certificate

Any issuer-dealer or issuer-dealer agent whose license has been revoked or suspended shall, within 5 days after the date of the order of revocation or suspension, return to the bureau the license previously issued to the issuer-dealer or issuer-dealer agent.

Chapter Atg-Se 1500 [Top]

EXEMPTIONS FROM LICENSURE

Part Atg-Se 1501. Exemptions From Licensure

Atg-Se 1501.01 Acts not within scope of broker-dealer, issuer-dealer or agent definition.

The following sales of securities do not constitute acts requiring licensure as a broker-dealer, issuer-dealer or agent:

(a) Sales of securities made pursuant to qualified pension plans;

(b) Sales of securities made pursuant to qualified profit-sharing plans;

(c) Sales of securities of a corporation to its officers and directors, and sales made pursuant to RSA 421-B:17 I(h);

(d) Sales or distributions of securities to majority owned subsidiaries;

(e) Sales of securities made pursuant to dividend reinvestment plans.