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.
