Oregon Chapter 59
Chapter 59 — Securities Regulation; Mortgage Bankers and BrokersDownload Full 2005 Oregon Revised Statutes (coming soon!)
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Chapter 59 — Securities
Regulation; Mortgage Bankers and Brokers
2007 EDITION
SECURITIES; MORTGAGE BANKERS AND BROKERS
CORPORATIONS AND PARTNERSHIPS
(Generally)
59.005 Short
title
59.015 Definitions
for
59.025 Securities
exempt from registration
59.035 Transactions
exempt from registration
59.045 Authority
of director to deny, withdraw or condition exemptions
59.049 Federal
covered securities exempt from registration; notice filings; fees; rules
59.051 Statutory
references to federal law
(Registration of Securities)
59.055 Conditions
of offer and sale of securities
59.065 Registration
procedures; application; fees; rules
59.070 Amended
registration application; when required; fees
59.075 Registration
by director; expiration; renewal; fee; rules
59.085 Conditions
imposed on registration
59.095 Approval
of plan to issue securities in exchange for other securities, claims or
property
59.105 Denial,
suspension or revocation of registration
59.115 Liability
in connection with sale or successful solicitation of sale of securities;
recovery by purchaser; limitations on proceeding; attorney fees
59.125 Effect
of notice of offer to repay purchaser; exceptions; registration of transaction
59.127 Liability
in connection with purchase or successful solicitation of purchase of
securities; recovery by seller; limitations on proceeding; attorney fees
59.131 Effect
of notice of intent to return unlawfully purchased security; contents of
notice; registration of transaction
59.135 Fraud
and deceit with respect to securities or securities business
59.137 Liability
in connection with violation of ORS 59.135; damages; defense; attorney fees;
limitations on proceeding
59.145 Effect
of notice filing, registration or license
59.155 Director
is agent for service of process; manner of service; exceptions
(Licensing of Broker-Dealers, Investment Advisers
and Salespersons)
59.165 Licensing
of broker-dealers, investment advisers and salespersons required; rules
59.175 Procedures
for notice filing and licensing; rules; examination; bond, letter of credit or
other security; filing trade name or assumed business name; fees
59.185 Expiration
of license; rules for renewal; change in personnel
59.195 Licensees
to keep records; inspection; filing of financial reports
59.205 Grounds
for denying, suspending, revoking or imposing condition or restriction on
license
59.215 Action
against applicant or licensee for act or omission of associate; exceptions
59.225 Cancellation
of license or application; application for withdrawal; effect of suspension or
revocation
(Powers of Director)
59.235 General
supervision over persons dealing in securities
59.245 Investigations;
publicity with respect to violations; cease and desist order
59.255 Enjoining
violations; fine; appointment of receiver; attorney fees; damages to private
parties
59.265 Procedure
when assets or capital of broker-dealer or investment adviser found impaired;
involuntary liquidation
59.275 Burden
of proof
59.285 Rules;
financial statements
59.295 Notice
of orders; hearings on orders
59.305 Judicial
review of orders
59.315 Oaths
and subpoenas in proceedings before director
59.325 Certified
copies of documents; fee; effect of certification
(Enforcement by Attorney General)
59.331 Scope
of Attorney General powers; consent of director; powers of circuit court;
damages, restitution, disgorgement and other penalties
(Miscellaneous Provisions)
59.335 Application
of certain sections
59.345 When
offer to sell or buy is made in this state
59.350 Treatment
of certain transactions
59.355 Corporations
subject to other laws
59.365 Common-law
and statutory rights not limited
59.370 Limitation
on liability for good faith act or omission; reports regarding salespersons or
investment adviser representatives; limitation on liability related to reports;
rules
(Required Reports and Statements)
59.451 Prohibition
against filing false statement by person under investigation or examination
UNIFORM TOD SECURITY REGISTRATION ACT
59.535 Definitions
for ORS 59.535 to 59.585
59.540 Registration
in beneficiary form; sole or joint tenancy ownership
59.545 Registration
in beneficiary form; applicable law
59.550 Origination
of registration in beneficiary form
59.555 Form
of registration in beneficiary form
59.560 Effect
of registration in beneficiary form
59.565 Ownership
on death of owner
59.570 Protection
of registering entity
59.575 Nontestamentary
transfer on death
59.580 Terms,
conditions and forms for registration
59.585 Short
title; rules of construction
PROHIBITION OF CERTAIN SECURITY TRANSACTIONS
59.710 Definitions
for ORS 59.710 to 59.830
59.720 Application
of ORS 59.710 to 59.830 to real estate contracts and brokers
59.730 Making
contract involving securities without intending a bona fide sale or purchase
59.740 Conducting
bucket shop or repeatedly making forbidden contracts
59.750 Receipt
or communication of prices for purpose of forbidden contract
59.760 Reporting
false sale of securities with intent to deceive
59.770 Manipulating
market by pretended sales
59.780 Broker’s
trading against customer’s order; violation of ORS 59.780 to 59.800 by member
of broker’s firm
59.790 Insolvent
broker-dealer receiving securities from customer
59.800 Pledge
or sale by broker-dealer of customer’s securities
59.810 Delivery
to customer of true statement of purchase or sale made by broker
59.820 Actions
against corporation for second violation
59.830 Self-incrimination
by witness; immunity from prosecution
MORTGAGE BANKERS; MORTGAGE BROKERS; LOAN
ORIGINATORS
59.840 Definitions
for ORS 59.840 to 59.980
59.845 License
required to engage in residential mortgage transactions as mortgage banker or
mortgage broker
59.850 Procedures
for licensing; experience required; surety bond or letter of credit; fees;
rules
59.855 Expiration
of license; renewal; duration of renewed license; change in personnel; rules
59.860 Licensees
to keep records; inspection; filing of financial reports
59.865 Grounds
for denying, suspending, conditioning or revoking license
59.870 Action
against applicant or licensee for act or omission of associate; exception
59.875 Cancellation
of license or application; application for withdrawal
59.880 Supervisory
authority of director over mortgage bankers, mortgage brokers and loan
originators
59.885 Investigations;
publicity with respect to violations; cease and desist order
59.890 Enjoining
violations; fine; appointment of receiver; attorney fees; damages to private
parties
59.895 Procedures
where assets or capital of mortgage banker or broker found impaired;
involuntary liquidation
59.900 Rules;
financial statements
59.905 Notice
of orders; hearings on orders
59.910 Judicial
review of orders
59.915 Oaths
and subpoenas in proceedings before director
59.920 Copies
of documents; fees; effect of certification
59.925 Liability
of mortgage banker or mortgage broker; recovery of damages; limitations on
proceeding; action against bond or letter of credit; attorney fees
59.930 Fraud
and deceit with respect to mortgage banker or broker business
59.935 Clients’
Trust Account; examination; deposit of funds; interest; rules
59.940 Notice
to bank regarding Clients’ Trust Account
59.945 Prohibited
advertisements
59.950 Designation
of principal place of business; other offices; change of personnel; registered
agent
59.955 Disclosure
required before closing mortgage loan or mortgage banking loan
59.960 Consultation
with licensees before rules adopted
59.962 Servicing
or collecting mortgage banking loan or mortgage loan by mortgage banker or
mortgage broker
59.967 Legislative
findings regarding loan originators; prohibited practice
59.969 List
of loan originators; qualifications; voluntary reporting; records; waiver;
rules
59.970 Qualifications
for insurance licensees acting as loan originators
59.971 Prohibited
conduct for loan originators; effect of criminal conviction; rules
59.972 Loan
originator criminal records checks; rules
59.973 Complaints
against loan originators; investigation; hearing; rules; action by director
59.975 Continuing
education requirements for loan originators; rules
59.977 Certification
of organizations to provide training for loan originators; rules
59.980 Short
title
PENALTIES
59.991 Criminal
penalties for ORS 59.005 to 59.451 and 59.710 to 59.830; exceptions
59.992 Criminal
penalties for ORS 59.840 to 59.980
59.995 Civil
penalties for ORS 59.005 to 59.451 and 59.710 to 59.830; exceptions
59.996 Civil
penalties for ORS 59.840 to 59.980
(Generally)
59.005
Short title. ORS 59.005 to
59.451, 59.991 and 59.995 may be cited as the Oregon Securities Law. [1967
c.537 §2]
59.010 [Repealed by 1967 c.537 §36]
59.015
Definitions for
(1) “Broker-dealer” means a person who
engages, all or part of the time, in effecting transactions in securities for
the account of others or for the person’s own account. “Broker-dealer” does not
include:
(a) An issuer effecting sales in its own
securities;
(b) The following institutions:
(A) A financial institution or trust
company, as defined in ORS 706.008; or
(B) A financial holding company or a bank
holding company, as defined in ORS 706.008, holding an institution described in
subparagraph (A) of this paragraph; a savings and loan holding company as
defined in section 408 of the National Housing Act, 12 U.S.C. section 1730a,
holding an association described in subparagraph (A) of this paragraph; the
subsidiaries and affiliates of the financial holding company, bank holding
company or savings and loan holding company; or subsidiaries and affiliates of
institutions described in subparagraph (A) of this paragraph, if the
appropriate statutory regulatory authority is exercising control over, or is
regulating or supervising the person in the sale of securities in accord with
the purposes of the Oregon Securities Law;
(c) A person who has no place of business
in this state effecting transactions in this state exclusively with
broker-dealers;
(d) A person effecting sales exempted by
ORS 59.035;
(e) A salesperson;
(f) A person effecting sales of securities
owned by the person registered for sale pursuant to ORS 59.065;
(g) A person effecting sales of securities
exempted by ORS 59.025 (7);
(h) A person licensed as a mortgage banker
or a mortgage broker under ORS 59.840 to 59.980 when effecting sales of
securities involving real estate paper registered for sale pursuant to ORS
59.065; or
(i) A person designated by rule or order
by the director.
(2) “Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.
(3) “Director” means the Director of the
Department of Consumer and Business Services.
(4) “Federal covered investment adviser”
means a person who is registered as an investment adviser pursuant to section
203 of the Investment Advisers Act of 1940, as amended.
(5) “Federal covered security” means any
security that is a covered security under section 18 of the Securities Act of
1933, as amended, and for which such Act provides that the director may require
filing of a notice and payment of a fee.
(6) “Fraud,” “deceit” and “defraud” are
not limited to common-law deceit.
(7) “Guaranteed” means guaranteed as to
payment of principal, interest or dividends.
(8)(a) “Investment adviser representative”
means any partner, officer, director or person occupying a similar status or
performing a similar function, or other individual, except clerical or
ministerial personnel, who is employed by or associated with:
(A) A state investment adviser that is
licensed or required to be licensed in this state and who does any of the
following:
(i) Makes any recommendations or otherwise
renders advice regarding securities;
(ii) Manages accounts or portfolios of
clients;
(iii) Determines which recommendation or
advice regarding securities should be given;
(iv) Solicits, offers or negotiates for
the sale of or sells investment advisory services; or
(v) Supervises employees acting under this
subparagraph; or
(B) A federal covered investment adviser,
subject to the limitations of section 203A of the Investment Advisers Act of 1940,
as amended, as the director may designate by rule or order.
(b) “Investment adviser representative”
does not include a person designated by rule or order of the director.
(9) “Issuer” means a person who issues,
proposes to issue or has issued a security and includes an issuer to be formed.
With respect to certificates of deposit, voting-trust certificates or
collateral-trust certificates, or with respect to certificates of interest or
shares in an unincorporated investment trust not having a board of directors or
persons performing similar functions or of the fixed, restricted management or
unit type, the “issuer” is the person or persons performing the acts and
assuming the duties of depositor or manager pursuant to the provisions of the
trust or other instrument or agreement under which the security is issued.
(10) “License” means a license as provided
under the Oregon Securities Law.
(11) “Mortgage banker” means a mortgage
banker as defined in ORS 59.840.
(12) “Mortgage broker” means a mortgage broker
as defined in ORS 59.840.
(13) “Offer” or “offer to sell” includes
every attempt or offer to dispose of, or solicitation of an offer to buy, a
security or interest in a security for value. Every sale or offer of a warrant
or right to purchase or subscribe to another security of the same or another
issuer, as well as every sale or offer of a security which gives the holder a
present or future right or privilege to convert into another security of the
same or another issuer, is considered to include an offer of the other
security.
(14) “Person” includes an individual, a
joint venture, a partnership, a cooperative, a limited liability company, an
association, a joint stock company, a corporation, a trust, an unincorporated
organization or a government or political subdivision of a government.
(15) “Real estate paper” means any
obligation secured or purportedly secured by an interest in real property. Real
estate paper includes, but is not limited to, mortgage-backed securities,
collateralized mortgage obligations, and real estate mortgage investment
conduits.
(16) “Registered” means registered as
provided in the Oregon Securities Law.
(17)(a) “
(b) For purposes of the authority of the
director under ORS 59.245 and 59.255, the terms “sale” and “sell” include the
terms “offer” and “offer to sell.”
(c) “
(A) A bona fide pledge or loan of
securities;
(B) A bona fide security dividend, whether
the corporation distributing the dividend is the issuer of the security or not,
if nothing of value is given by the recipients for the dividend other than payments
in connection with the elimination of fractional shares; or
(C) An act incident to a judicially
approved reorganization in which a security is issued in exchange for one or
more outstanding securities, claims or property interests, or partly in such
exchange and partly for cash.
(18)(a) “Salesperson” means a person,
other than a broker-dealer, who represents or purports to represent a
broker-dealer, issuer or owner of securities in effecting or attempting to
effect in any manner transactions in securities.
(b) “Salesperson” does not include:
(A) A person who represents an issuer in
effecting sales in a security exempted by ORS 59.025;
(B) A person who represents an issuer in
effecting sales exempted by ORS 59.035;
(C) A person who represents an issuer in
effecting sales with existing partners or directors of the issuer, if no
commission or other remuneration is paid or given directly or indirectly for
soliciting any person in this state;
(D) An employee of an institution or
organization described in subsection (1)(b) of this section to the extent the
employee is not a dual employee of the institution and a broker-dealer;
(E) A person effecting transactions in
this state limited to those transactions described in section 15(h)(2) and (3)
of the Securities Exchange Act of 1934, as amended; or
(F) A person designated by rule or order
by the director.
(c) A person who is a partner, director or
officer of a broker-dealer, issuer or owner of securities, or a person who
occupies a similar status or performing similar functions, is a “salesperson”
only if the person otherwise comes within this definition.
(19)(a) “Security” means a note, stock,
treasury stock, bond, debenture, evidence of indebtedness, certificate of
interest or participation in a pension plan or profit-sharing agreement,
collateral-trust certificate, preorganization certificate or subscription,
transferable share, investment contract, voting-trust certificate, variable
annuity, certificate of deposit for a security, certificate of interest or
participation in an oil, gas, or mining title or lease or in payments out of
production under such title or lease, real estate paper sold by a
broker-dealer, mortgage banker, mortgage broker or a person described in
subsection (1)(b) of this section to persons other than persons enumerated in
ORS 59.035 (4), or, in general, any interest or instrument commonly known as a “security,”
or any certificate of interest or participation in, temporary or interim
certificates for, receipt for, guarantee of, or warrant or right to subscribe
to or purchase any of the foregoing.
(b) “Security” does not include:
(A) An insurance or endowment policy or
annuity contract, other than a variable annuity contract, under which an
insurance company promises to pay a fixed or variable sum of money either in a
lump sum or periodically for life or some other specified period;
(B) A beneficial interest in a voluntary
inter vivos trust unless the trust is created solely for the purpose of voting
or is part of an attempt to evade the provisions of ORS 59.005 to 59.451; or
(C) A beneficial interest in a
testamentary trust.
(20)(a) “State investment adviser” means a
person who, for compensation:
(A) Engages all or part of the time of the
person, in this state, in the business of advising others, either directly or
by mail or through publication or writing, as to the value of securities or as
to the advisability of investing in, purchasing or selling securities;
(B) Engages all or part of the time of the
person, in this state, in the business of managing an investment or trading
account in securities for other persons; or
(C) Issues or promulgates, as part of a
regular business in this state, analyses or reports concerning securities.
(b) “State investment adviser” does not include:
(A) An investment adviser representative;
(B) An institution or organization
described in subsection (1)(b) of this section;
(C) A licensed broker-dealer whose
performance of investment advisory services is solely incidental to the conduct
of business as a broker-dealer and who receives no special compensation for
such services;
(D) A salesperson licensed to a
broker-dealer whose performance of investment advisory services is solely
incidental to that person’s activities as a salesperson and who receives no
special compensation for such services;
(E) A publisher of or contributor to a
bona fide newspaper, newsmagazine, investment manual or service, or business or
financial publication of general, regular and paid circulation;
(F) A person whose only clients are
federal covered investment advisers, state investment advisers, broker-dealers,
mortgage bankers, mortgage brokers, banks, savings institutions or trust
companies, insurance companies, investment companies as defined in the
Investment Company Act of 1940, as amended, pension or profit-sharing trusts,
or other financial institutions or institutional buyers, whether acting for
themselves or as trustees;
(G) A duly licensed lawyer, engineer or
accountant whose performance of investment advisory services is solely
incidental to the practice of the profession;
(H) A person whose advice, analyses or
reports relate only to securities exempted by ORS 59.025 (1);
(I) A federal covered investment adviser
in compliance with ORS 59.165 (7);
(J) A person, advising others, that has no
place of business in this state and during the preceding 12-month period has
had fewer than six clients, other than those persons included in subparagraph
(F) of this paragraph, who are residents of this state; or
(K) Such other persons as the director may
by rule or order designate. [1967 c.537 §3; 1971 c.624 §1; 1971 c.641 §1; 1973
c.366 §1; 1975 c.491 §1; 1985 c.349 §1; 1987 c.414 §§69, 69a; 1987 c.603 §1;
1989 c.197 §1; 1991 c.5 §18; 1993 c.158 §1; 1993 c.508 §27; 1993 c.744 §13;
1995 c.93 §26; 1995 c.622 §11; 1997 c.631 §375; 1997 c.772 §1; 1999 c.53 §1;
1999 c.315 §1; 2001 c.104 §14; 2001 c.377 §39a; 2003 c.270 §1; 2007 c.393 §1]
59.020 [Repealed by 1967 c.537 §36]
59.025
Securities exempt from registration. The following securities are exempt from ORS 59.049 and 59.055:
(1)(a) A security issued or guaranteed by
the
(b) Any other security offered in
connection with or as part of the security set forth in paragraph (a) of this
subsection if the security cannot be severed and sold separately from the
security in paragraph (a) of this subsection.
(2) A security issued or guaranteed by a
foreign government with which the United States is at the time of the sale
maintaining diplomatic relations, or by a state, province or political
subdivision thereof having the power of taxation or assessment, if the security
is recognized as a valid obligation by such foreign government or state,
province or political subdivision thereof.
(3) A security that represents an interest
in or a direct obligation of or is guaranteed by a national bank, federal
savings and loan association, federal credit union or federal land bank or
joint stock land bank or national farm loan association.
(4) Any of the following securities:
(a) A security listed or approved for
listing upon notice of issuance on the New York Stock Exchange, the American
Stock Exchange, the Midwest Stock Exchange, the Pacific Stock Exchange or any
other exchange recognized by rule of the Director of the Department of Consumer
and Business Services;
(b) A security designated or approved for
designation upon notice of issuance under the National Association of
Securities Dealers Automated Quotation System, Inc. National Market System;
(c) Any other security of the issuer of a
security listed or designated under paragraph (a) or (b) of this subsection,
that is of senior or substantially equal rank to the listed or designated
security;
(d) A security issuable under rights or
warrants listed or approved under paragraph (a), (b) or (c) of this subsection;
or
(e) A warrant or right to purchase or
subscribe to any security referred to in paragraph (a), (b), (c) or (d) of this
subsection.
(5) A security maintaining a rating
approved by the director in a recognized securities manual.
(6) A security that represents an interest
in or a direct obligation of and that has been or is to be issued by a bank, trust
company, savings and loan association, or credit union, that is subject to the
examination, supervision and control of a regulatory agency of this state.
(7) Commercial paper issued, given or
acquired in a bona fide way in the ordinary course of legitimate business,
trade or commerce, when the commercial paper is not made the subject of a
public offering.
(8) A security, the issuance of which is
under supervision, regulation or control by the Public Utility Commission of
this state, if the Public Utility Commission is exercising control over, or is
regulating or supervising, the issuer thereof.
(9) Stock or membership certificates
issued by an agricultural cooperative corporation or irrigation association
when the stock is issued to evidence membership in the cooperative or
association or as a patronage dividend and certificates issued to members or
patrons by such a cooperative or association evidencing their respective
interests in reserves or as patronage dividends. This exemption shall not apply
to any cooperative or association that expects to engage in or is engaged in
the production, processing or marketing of forest products.
(10) Stock or membership certificates
issued by a fishing cooperative corporation, when the stock or certificates are
issued to members of the cooperative corporation either for the purpose of
showing membership in the cooperative corporation or for the purpose of showing
their respective interests in reserves or patronage dividends. For purposes of
this subsection, a fishing cooperative corporation is an association of persons
engaged commercially in harvesting, marketing or processing products of aquatic
life from fresh and salt water, that is formed or operated under ORS chapter 62
with the purpose of commercially harvesting, marketing or processing such
products or engaging in group bargaining with respect to the sale of such
products.
(11) Stock or membership certificates
issued by an association of consumers formed or operated under ORS chapter 62
with the purpose of providing groceries to its consumer members, when the stock
or certificates are issued to members either for the purpose of showing
membership in the association or for the purpose of showing their respective
interests in patronage dividends or reserves. For purposes of the exemption
under this subsection:
(a) The price of stock or a membership
certificate may not exceed $300.
(b) The benefits shall be limited to
discounts on purchases or patronage dividends, or any combination of such
discounts and dividends.
(c) The association may issue only one
stock or membership certificate to an individual.
(12) Any security issued in connection
with an employee’s stock purchase, savings, pension, profit sharing or similar
employee’s benefit plan, provided:
(a) That the plan meets the requirements
for qualification under section 401 of the Internal Revenue Code of 1986; and
(b) That the terms of the plan are fair,
just and equitable to employees under rules of the director.
(13) Any security issued by a person:
(a) Organized and operated exclusively for
religious, educational, benevolent, fraternal, charitable or reformatory
purpose and not for pecuniary profit, and no part of the net earnings of which
inures to the benefit of any person, private stockholder, or individual; and
(b) Designated by rule of the director.
(14) Any other security exempted by rule
of the director. [1967 c.537 §4; 1969 c.688 §1; 1973 c.428 §9; 1975 c.491 §2;
1985 c.193 §1; 1985 c.349 §2a; 1987 c.603 §1a; 1987 c.677 §9; 1989 c.171 §6; 1989
c.197 §2; 1991 c.67 §10; 1993 c.18 §14; 1997 c.772 §2]
59.030 [Repealed by 1967 c.537 §36]
59.035
Transactions exempt from registration. The following transactions are exempt from ORS 59.049 and 59.055 if
they are not part of an attempt to evade fraudulently any provision of the
Oregon Securities Law:
(1) Any transaction by a sheriff, marshal
or court appointed fiduciary.
(2) An isolated nonissuer transaction in
this state, whether effected through a broker-dealer or not.
(3) Any transaction by an issuer in its
securities pursuant to a pro rata offering to its existing security holders,
if:
(a) No commission or remuneration, other
than a standby fee, is paid or given directly or indirectly in connection with
the transaction; and
(b) The issuer has not had an effective
registration under the Oregon Securities Law nor has used this exemption within
one year prior to the date of the offering or sale.
(4) Any offer, sale, transfer or delivery
of securities to a bank, savings institution, trust company, insurance company,
investment company, pension or profit-sharing trust, or other financial
institution or institutional buyer (including but not limited to the Federal
National Mortgage Association, the Federal Home Loan Mortgage Corporation, the
Federal Housing Administration, the United States Department of Veterans
Affairs and the Government National Mortgage Association), or to a
broker-dealer, mortgage broker or mortgage banker, whether the purchaser is
acting for itself or in a fiduciary capacity when the purchaser has
discretionary authority to make investment decisions.
(5) Any transaction by an offeror with an
accredited investor as defined in section 2 (15)(i) or (ii) of the Securities
Act of 1933, as amended, or rules of the Director of the Department of Consumer
and Business Services, but only if there is no public advertising or general
solicitation in connection with the transaction.
(6) The issue and delivery of any security
in exchange for any other security of the same issuer pursuant to a right of
conversion entitling the holder of the security surrendered in exchange to make
the conversion without the payment of additional consideration, if the security
surrendered was, when issued, convertible and registered or exempt from
registration.
(7) Any transaction in a vendor’s interest
in a land sale contract, or a bond or note secured by a mortgage or trust deed
upon real estate, so long as the entire vendor’s interest or mortgage or trust
deed, with all the bonds or notes secured thereby, are sold to a single
purchaser, in a single sale.
(8) Agency or principal sales by licensed
broker-dealers, executed upon customers’ orders on any exchange or on the
over-the-counter market, but not the solicitation of such orders, where there
is no intent to avoid the provisions of the Oregon Securities Law and a public
offering is not involved. Such broker-dealers shall keep and maintain, for two
years from the date of the order, a record of all the sales executed upon
customers’ orders, giving the name and address of each customer, the name and
identity of the security involved, the dates of the sales, the price paid or
received for the security, and the commission or other expenses charged to the
customer.
(9) The offer or sale by a licensed
broker-dealer of any security acquired in the ordinary and usual course of
business, when such security is a part of an issue which has been registered in
whole or in part, if the offer or sale is made in good faith and not directly
or indirectly for the benefit of the issuer or for the promotion of any scheme
or enterprise effecting a violation or an evasion of any provisions of the
Oregon Securities Law, unless:
(a) The registration has been revoked or
suspended; or
(b) The continued sale of the security has
been enjoined.
(10) The offer or sale by licensed
broker-dealer, acting either as principal or agent, of securities theretofore
sold and distributed to the public, if the sale meets the requirements of
paragraphs (a), (b) and (c) or (a), (b) and (d) of this subsection:
(a) Such securities are sold at prices
reasonably related to the current market price thereof at the time of sale,
and, if such licensed broker-dealer is acting as agent, the commission
collected by such licensed broker-dealer on account of the sale thereof is not
in excess of usual and customary commissions collected with respect to
securities and transactions having comparable characteristics;
(b) Such securities do not constitute an
unsold allotment to or subscription by such broker-dealer as a participant in
the distribution of such securities by the issuer or by or through an
underwriter;
(c) The issuer is listed in any recognized
securities manual approved by rule by the director, and the listing contains
the names of the issuer’s officers and directors, a balance sheet of the issuer
as of a date not more than 18 months prior to the date of such sale, and a
profit and loss statement for either the fiscal year preceding the date of the
balance sheet or the most recent year of operations; and
(d) The securities are authorized for quotation on a nationwide automated quotations system approved b