Broker-Dealers, Investment Advisers, Broker-Dealer Agents, and Investment Adviser

Broker-Dealers, Investment Advisers, Broker-Dealer Agents, and Investment Adviser Representatives Using the Internet. Broker-dealers, investment advisers, broker-dealer agents (hereinafter “BD agents”), and investment adviser agents/representatives (hereinafter “IA reps”) who use the internet, the World Wide Web, and similar proprietary or common carrier electronic systems (collectively, hereinafter the “internet”) to distribute information on available products and services through certain communications made on the internet directed generally to anyone having access to the internet, and transmitted through postings on Bulletin Boards, displays on “Home Pages” or similar methods (hereinafter “Internet Communications”) shall not be deemed to be “transacting business” in this state for purposes of Sections 75-71-401 and 75-71-404 of the Act based solely on that fact if the following conditions are observed: A. The Internet Communication contains a legend in which it is clearly stated that: 1. The broker-dealer, investment adviser, BD agent, or IA rep in question may only transact business in this state if first registered, excluded, or exempted from state broker-dealer, investment adviser, BD agent, or IA rep registration requirements, as may be; and 2. Follow-up, individualized responses to persons in this state by such broker- dealer, investment adviser, BD agent, or IA rep that involve either the effecting or attempting to effect transactions in securities, or the rendering of personalized investment advice for compensation, as may be, will not be made absent compliance with state broker-dealer, investment adviser, BD agent, or IA rep registration requirements or an applicable exemption or exclusion. B. The Internet Communication contains a mechanism, including and without limitation, technical “firewalls” or other implemented policies and procedures, designed to reasonably ensure that prior to any subsequent direct communication with prospective customers or clients in this state, said broker-dealer, investment adviser, BD agent, or IA rep is first registered in this state or qualifies for an exemption or exclusion from such requirement. Nothing in this Subsection (B) shall be construed to relieve a state registered broker-dealer, investment adviser, BD agent, or IA rep from any applicable securities registration requirement in this state. C. The Internet Communication does not involve either effecting or attempting to effect transactions in securities, or the rendering of personalized investment advice for compensation, as may be, in this state over the internet, but is limited to the dissemination of general information on products and services. D. In the case of a BD agent or IA rep: 1. The affiliation with the broker-dealer or investment adviser of the BD agent or IA rep is prominently disclosed within the Internet Communication; 2. The broker-dealer or investment adviser with whom the BD agent or IA rep is associated retains responsibility for reviewing and approving the content of any Internet Communication by a BD agent or IA rep; 3. The broker-dealer or investment adviser with whom the BD agent or IA rep is associated first authorizes the distribution of information on the particular products and services through the Internet Communication; and 4. In disseminating information through the Internet Communication, the BD agent or IA rep acts within the scope of the authority granted by the broker-dealer or investment adviser. E. The position expressed in this Rule extends to state broker-dealer, investment adviser, BD agent and IA rep registration requirements only and does not excuse compliance with applicable securities registration, anti-fraud, or related provisions. F. Nothing in this Rule shall be construed to affect the activities of any broker-dealer, investment adviser, BD agent, or IA rep engaged in business in this state that is not subject to the jurisdiction of the Mississippi Secretary of State as a result of the National Securities Markets Improvements Act of 1996, as amended.