2005 Nevada Revised Statutes - Chapter 90 — Securities (Uniform Act)

CHAPTER 90 - SECURITIES (UNIFORM ACT)

GENERAL PROVISIONS

NRS 90.211 Definitions.

NRS 90.215 Administratordefined.

NRS 90.220 Broker-dealerdefined.

NRS 90.223 Commissiondefined.

NRS 90.225 Depositoryinstitution defined.

NRS 90.230 Divisiondefined.

NRS 90.235 Filingand file defined.

NRS 90.240 Financialor institutional investor defined.

NRS 90.245 Fraud,deceit and defraud defined.

NRS 90.250 Investmentadviser defined.

NRS 90.255 Issuerdefined.

NRS 90.260 Nonissuertransaction defined.

NRS 90.265 Persondefined.

NRS 90.270 Priceamendment defined.

NRS 90.275 Promoterdefined.

NRS 90.277 Recorddefined.

NRS 90.278 Representativeof an investment adviser defined.

NRS 90.280 Saleand sell defined.

NRS 90.285 Salesrepresentative defined.

NRS 90.290 SecuritiesAct of 1933, Securities Exchange Act of 1934, Public Utility HoldingCompany Act of 1935, Investment Company Act of 1940, Investment AdvisersAct of 1940, Employees Retirement Income Security Act of 1974, NationalHousing Act and Commodity Exchange Act defined.

NRS 90.292 Securitiesexchange defined.

NRS 90.295 Securitydefined.

NRS 90.300 Self-regulatoryorganization defined.

NRS 90.305 Statedefined.

LICENSING OF BROKER-DEALERS, SALES REPRESENTATIVES, INVESTMENTADVISERS AND REPRESENTATIVES OF INVESTMENT ADVISERS

NRS 90.310 Licensingof broker-dealers and sales representatives.

NRS 90.320 Exemptbroker-dealers and sales representatives.

NRS 90.330 Licensingof investment advisers and representatives of investment advisers.

NRS 90.340 Exemptinvestment advisers and representatives of investment advisers.

NRS 90.350 Application.[Effective until the date of the repeal of the federal law requiring each stateto establish procedures for withholding, suspending and restricting theprofessional, occupational and recreational licenses for child supportarrearages and for noncompliance with certain processes relating to paternityor child support proceedings.]

NRS 90.350 Application.[Effective on the date of the repeal of the federal law requiring each state toestablish procedures for withholding, suspending and restricting theprofessional, occupational and recreational licenses for child supportarrearages and for noncompliance with certain processes relating to paternityor child support proceedings.]

NRS 90.360 Licensingfees.

NRS 90.370 Examinations:Requirement for licensure; administration; waiver.

NRS 90.372 Eligibilityof officer or director of issuer for waiver from examination for licensure assales representative or broker-dealer.

NRS 90.375 Applicationfor issuance or renewal of license: Statement regarding obligation of childsupport required; grounds for denial of license; duty of Administrator.[Expires by limitation on the date of the repeal of the federal law requiringeach state to establish procedures for withholding, suspending and restrictingthe professional, occupational and recreational licenses for child supportarrearages and for noncompliance with certain processes relating to paternityor child support proceedings.]

NRS 90.380 Licensing:General provisions. [Effective until the date of the repeal of the federal lawrequiring each state to establish procedures for withholding, suspending andrestricting the professional, occupational and recreational licenses for childsupport arrearages and for noncompliance with certain processes relating topaternity or child support proceedings.]

NRS 90.380 Licensing:General provisions. [Effective on the date of the repeal of the federal lawrequiring each state to establish procedures for withholding, suspending andrestricting the professional, occupational and recreational licenses for childsupport arrearages and for noncompliance with certain processes relating topaternity or child support proceedings.]

NRS 90.390 Requirementsafter licensing.

NRS 90.400 Licensingof successor firms.

NRS 90.410 Powerof inspection.

NRS 90.415 Feefor inspection of records.

NRS 90.420 Groundsfor denial, suspension, revocation, fine or condition.

NRS 90.430 Denial,suspension, revocation, fine or condition on grounds of lack of qualification.

NRS 90.435 Mandatorysuspension of license for failure to pay child support or comply with certainsubpoenas or warrants; reinstatement of license. [Expires by limitation on thedate of the repeal of the federal law requiring each state to establishprocedures for withholding, suspending and restricting the professional,occupational and recreational licenses for child support arrearages and fornoncompliance with certain processes relating to paternity or child supportproceedings.]

NRS 90.440 Withdrawal.

NRS 90.450 Custodyof clients securities and money.

REGISTRATION OF SECURITIES EXCHANGES

NRS 90.453 Registrationrequired; exemption; regulations; investigation of persons associated with applicant;denial, suspension or revocation.

NRS 90.4535 Descriptionof person associated with securities exchange or applicant for registration.

NRS 90.454 Limitationson trading of security.

NRS 90.456 Feefor transactions.

NRS 90.457 Useof unregistered exchange by broker-dealer or representative prohibited.

REGISTRATION OF SECURITIES

NRS 90.460 Registrationrequirement.

NRS 90.465 Expeditiousprocessing of notice of claim of exemption from registration requirement.

NRS 90.470 Registrationby filing.

NRS 90.480 Registrationby coordination.

NRS 90.490 Registrationby qualification.

NRS 90.500 Provisionsapplicable to registration generally.

NRS 90.510 Denial,suspension or revocation of registration.

EXEMPTIONS FROM REGISTRATION

NRS 90.520 Exemptsecurities; filing and fee required for exemption.

NRS 90.530 Exempttransactions.

NRS 90.540 Additionalexemptions; fee.

NRS 90.550 Revocationof exemptions.

NRS 90.560 Filingof sales and advertising literature.

NRS 90.565 Filingof notice before initial offering of securities.

NRS 90.567 Filingof notice after first sale of securities.

FRAUDULENT AND OTHER PROHIBITED PRACTICES

NRS 90.570 Offer,sale and purchase.

NRS 90.580 Manipulationof market.

NRS 90.590 Prohibitedtransactions by investment advisers and representatives of investment advisers.

NRS 90.600 Misleadingfilings.

NRS 90.605 Offeringfalse evidence; destroying evidence.

NRS 90.610 Unlawfulrepresentation concerning licensing, registration or exemption.

ENFORCEMENT AND CIVIL LIABILITY

NRS 90.615 Authorityof Attorney General and district attorney.

NRS 90.620 Investigationsand subpoenas.

NRS 90.630 Enforcement.

NRS 90.640 Powerof court to grant relief.

NRS 90.650 Criminalpenalties.

NRS 90.660 Civilliability.

NRS 90.670 Statuteof limitations.

NRS 90.680 Offerof rescission and settlement.

NRS 90.690 Burdenof proof.

NRS 90.700 Liability:General provisions.

ADMINISTRATION

NRS 90.710 Administrationof chapter.

NRS 90.715 Strictinterpretation of provisions; waiver of enforcement; no-action letter; fee.

NRS 90.720 Prohibitionson use of information.

NRS 90.730 Publicinformation and confidentiality.

NRS 90.740 Cooperationwith other agencies.

NRS 90.750 Regulations,forms and orders.

NRS 90.760 Goodfaith reliance.

NRS 90.770 Consentto service of process.

NRS 90.780 Administrativefiles and records.

NRS 90.790 Administrativeproceedings.

NRS 90.800 Summaryorder of Administrator; notice and opportunity for hearing; final order.

NRS 90.820 Emergencyadministrative proceedings.

MISCELLANEOUS PROVISIONS

NRS 90.830 Scopeof chapter.

NRS 90.840 Contractprovisions.

NRS 90.845 Paymentof fees by electronic transfer.

NRS 90.847 Electronicdelivery of records and applications.

NRS 90.851 RevolvingAccount for Investigation, Enforcement and Education.

NRS 90.860 Shorttitle; uniformity of application and construction.

_________

GENERAL PROVISIONS

NRS 90.211 Definitions. As used in this chapter, unless the context otherwiserequires, the words and terms defined in NRS90.215 to 90.305, inclusive, havethe meanings ascribed to them in those sections.

(Added to NRS by 1987, 2149; A 1989, 160; 1993, 2415;1995, 1441; 1997, 500; 2003,3162)

NRS 90.215 Administratordefined. Administrator means the Administratorof the Division.

(Added to NRS by 1987, 2149; A 1989, 160)

NRS 90.220 Broker-dealerdefined. Broker-dealer means any personengaged in the business of effecting transactions in securities for the accountof others or for his own account. Broker-dealer does not include:

1. A sales representative;

2. An issuer, except when effecting transactions otherthan with respect to its own securities;

3. A depository institution; or

4. Any other person the Administrator by regulation ororder designates.

(Added to NRS by 1987, 2149; A 1989, 160)

NRS 90.223 Commissiondefined.

1. Commission means:

(a) Any payment of cash, securities or goods foroffering to sell or selling a security; or

(b) A promise or commitment to provide any payment ofcash, securities or goods in the future for offering to sell or selling asecurity.

2. The term does not include:

(a) A commission paid to a real estate broker solelyfor services relating to the sale, purchase, rental or lease of real estate ifthe commission is commensurate with fees paid in the community for similarservices.

(b) Any payment made to an attorney or accountant forany advice or recommendation relating to the purchase, sale or other transferof securities that is given to a client with whom the attorney or accountanthas a professional relationship if the payment and the interest of the attorneyor accountant in the transaction or in the issuer or an affiliate of the issuerare disclosed in writing to the client before the sale or transfer of thesecurities.

(Added to NRS by 1997, 499)

NRS 90.225 Depositoryinstitution defined.

1. Depository institution means:

(a) A person that is organized, chartered or holding anauthorization certificate under the laws of a state or of the United Stateswhich authorizes the person to receive deposits, including a savings, share,certificate or deposit account, and that is supervised and examined for theprotection of depositors by an official or agency of a state or the UnitedStates; and

(b) A trust company or other institution that isauthorized by federal or state law to exercise fiduciary powers of the type anational bank is permitted to exercise under the authority of the comptrollerof the currency and is supervised and examined by an official or agency of astate or the United States.

2. Depository institution does not include aninsurance company or other organization primarily engaged in the insurancebusiness or a Morris Plan bank, industrial loan company, or a similar bank orcompany unless its deposits are insured by a federal agency.

(Added to NRS by 1987, 2149; A 1989, 160)

NRS 90.230 Divisiondefined. Division means the SecuritiesDivision of the Office of the Secretary of State.

(Added to NRS by 1987, 2150; A 1989, 160)

NRS 90.235 Filingand file defined.

1. Filing means:

(a) The actual delivery of a record or application tothe Administrator or his designee or to the principal office of theAdministrator; or

(b) The electronic delivery of a record or applicationto the Administrator or his designee or to the principal office of theAdministrator using a system that has been approved by the Administrator.

2. File has a corresponding meaning.

(Added to NRS by 1987, 2150; A 1989, 160; 1997, 495; 2003, 3162)

NRS 90.240 Financialor institutional investor defined. Financialor institutional investor means any of the following, whether acting foritself or others in a fiduciary capacity other than as an agent:

1. A depository institution;

2. An insurance company;

3. A separate account of an insurance company;

4. An investment company as defined in the InvestmentCompany Act of 1940;

5. An employee pension, profit-sharing, or benefitplan if the plan has total assets in excess of $5,000,000 or its investmentdecisions are made by a named fiduciary, as defined in the Employee RetirementIncome Security Act of 1974, that is either a broker-dealer registered underthe Securities Exchange Act of 1934, an investment adviser registered or exemptfrom registration under the Investment Advisers Act of 1940, a depositoryinstitution, or an insurance company; and

6. Any other institutional buyer.

(Added to NRS by 1987, 2150; A 1989, 160)

NRS 90.245 Fraud,deceit and defraud defined. Fraud,deceit and defraud are not limited to common-law fraud or deceit.

(Added to NRS by 1987, 2150; A 1989, 160)

NRS 90.250 Investmentadviser defined. Investment adviser meansany person who, for compensation, engages in the business of advising others asto the value of securities or as to the advisability of investing in,purchasing or selling securities, or who, for compensation and as a part of aregular business, issues or promulgates analyses or reports concerningsecurities. The term does not include:

1. An employee of an adviser;

2. A depository institution;

3. A lawyer, accountant, engineer or teacher whoseperformance of investment advisory services is solely incidental to thepractice of his profession;

4. A broker-dealer whose performance of investmentadvisory services is solely incidental to the conduct of business as abroker-dealer and who receives no special compensation for the investmentadvisory services;

5. A publisher, employee or columnist of a newspaper,news magazine or business or financial publication, or an owner, operator,producer or employee of a cable, radio or television network, station orproduction facility if, in either case, the financial or business newspublished or disseminated is made available to the general public and thecontent does not consist of rendering advice on the basis of the specificinvestment situation of each client;

6. A person whose advice, analyses or reports relateonly to securities exempt under paragraph (a) of subsection 2 of NRS 90.520; or

7. Any other person the Administrator by regulation ororder designates.

(Added to NRS by 1987, 2150; A 1989, 160)

NRS 90.255 Issuerdefined. Issuer means a person who issues orproposes to issue a security, except that:

1. The issuer of a collateral trust certificate,voting trust certificate, certificate of deposit for a security or share in aninvestment company without a board of directors or persons performing similarfunctions, is the person or persons performing the acts and assuming the dutiesof depositor or manager pursuant to the provisions of the trust or otheragreement or instrument under which the security is issued;

2. The issuer of an equipment trust certificate,including a conditional sales contract, or similar security serving the samepurpose, is the person to whom the equipment or property is or is to be leasedor conditionally sold; and

3. The issuer of a fractional undivided interest inan oil, gas or other mineral lease or in payments out of production under sucha lease, right or royalty is the owner of an interest in the lease or inpayments out of such production, whether whole or fractional, who createsfractional interests for the purpose of sale.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.260 Nonissuertransaction defined. Nonissuer transactionmeans a transaction not directly or indirectly for the benefit of the issuer.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.265 Persondefined. Person includes a government, governmentalagency or political subdivision of a government.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.270 Priceamendment defined. Price amendment meansthe amendment to a registration statement filed under the Securities Act of1933 or, if no amendment is filed, the prospectus or prospectus supplementfiled under the Securities Act of 1933, which includes a statement of theoffering price, underwriting and selling discounts or commissions, amount ofproceeds, conversion rates, call prices and other matters dependent upon theoffering price.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.275 Promoterdefined. Promoter includes:

1. A person who, acting alone or in concert with oneor more other persons, takes the entrepreneurial initiative in founding ororganizing the business or enterprise of an issuer;

2. An officer or director who owns any securities ofan issuer or any person who owns, beneficially or of record, 10 percent or moreof any class of securities of the issuer if the officer, director or otherperson acquires any of those securities within 3 years before the issuer filesa registration under this chapter in a transaction which does not possess theindicia of bargaining at arms length; and

3. A member of the immediate family of a person withinsubsection 1 or 2 if the member received the securities in a transaction whichdoes not possess the indicia of bargaining at arms length.

(Added to NRS by 1987, 2151; A 1989, 160)

NRS 90.277 Recorddefined. Record means information that is inscribed on a tangiblemedium or that is stored in an electronic or other medium and is retrievable inperceivable form.

(Added to NRS by 2003, 3162)

NRS 90.278 Representativeof an investment adviser defined.

1. Representative of an investment adviser means anyperson employed by or associated with an investment adviser who:

(a) Provides advice concerning securities;

(b) Manages accounts or portfolios of clients;

(c) Determines the advice concerning securities that isoffered to clients;

(d) Solicits for the sale of investment advice, unlessthe person is a sales representative licensed pursuant to this chapter;

(e) Sells, offers to sell or negotiates for the sale ofinvestment advice; or

(f) Supervises employees who engage in the activitiesdescribed in paragraphs (a) to (e), inclusive.

2. The term does not include:

(a) A broker-dealer;

(b) An investment adviser; and

(c) A person employed by or associated with aninvestment adviser who provides clerical or administrative services.

(Added to NRS by 1995, 1441)

NRS 90.280 Saleand sell defined. Sale includes everycontract of sale, contract to sell, or other disposition, of a security orinterest in a security for value. Sell has a corresponding meaning. In thiscontext:

1. Offer to sell includes every attempt or offer todispose of, or solicitation of an offer to purchase, a security or interest ina security for value.

2. Offer to purchase includes every attempt or offerto obtain, or solicitation of an offer to sell, a security or interest in asecurity for value, but the term does not include a transaction that is subjectto section 14(d) of the Securities Exchange Act of 1934.

3. A security given or delivered with, or as a bonuson account of, a purchase of securities or other item is considered toconstitute a part of the subject of the purchase and to have been offered forsale and sold for value.

4. A gift of assessable stock is deemed to involve anoffer and sale.

5. A sale or offer of a warrant or right to purchaseor subscribe to another security of the same or another issuer, or a sale oroffer of a security that gives the holder a present or future right orprivilege to convert into another security of the same of another issuer, isdeemed to include an offer of the other security.

6. The terms defined in this section do not include:

(a) The creation of a security interest or a loan;

(b) A stock dividend, whether the corporationdistributing the dividend is the issuer of the stock or not, if:

(1) The distribution of the dividend is not forthe purpose of evading the provisions of this chapter governing theregistration of securities; and

(2) Nothing of value is given by thestockholders for the dividend other than the surrender of a right to a cash orproperty dividend and each stockholder may elect to take the dividend in cash,property or stock; or

(c) An act incident to a judicially approvedreorganization in which a security is issued in exchange for one or moreoutstanding securities, claims or property interests, or partly in exchange andpartly for cash.

(Added to NRS by 1987, 2152; A 1989, 160; 1991, 593)

NRS 90.285 Salesrepresentative defined. Salesrepresentative means a natural person other than a broker-dealer, authorizedto act and acting for a broker-dealer or issuer effecting or attempting toeffect purchases or sales of securities. A partner, officer or director of abroker-dealer or issuer, or a person occupying a similar status or performingsimilar functions, is a sales representative only if he otherwise comes withinthe definition.

(Added to NRS by 1987, 2152; A 1989, 160)

NRS 90.290 SecuritiesAct of 1933, Securities Exchange Act of 1934, Public Utility HoldingCompany Act of 1935, Investment Company Act of 1940, Investment AdvisersAct of 1940, Employees Retirement Income Security Act of 1974, NationalHousing Act and Commodity Exchange Act defined. SecuritiesAct of 1933, Securities Exchange Act of 1934, Public Utility HoldingCompany Act of 1935, Investment Company Act of 1940, Investment AdvisersAct of 1940, Employees Retirement Income Security Act of 1974, NationalHousing Act and Commodity Exchange Act mean the federal statutes of thosenames as amended.

(Added to NRS by 1987, 2152; A 1989, 160)

NRS 90.292 Securitiesexchange defined. Securities exchange meansany organization, association or group of persons, incorporated orunincorporated, located within this State which constitutes, maintains orprovides a marketplace, facilities or electronic communications equipment forbringing together purchasers and sellers of securities or for otherwiseperforming with respect to securities the functions commonly performed by astock exchange as that term is generally understood. The term includes themarketplace, facilities and electronic communications equipment used by such anexchange.

(Added to NRS by 1993, 2414)

NRS 90.295 Securitydefined. Security means a note, stock, bond,debenture, evidence of indebtedness, certificate of interest or participationin a profit-sharing agreement, a limited partnership interest, an interest in alimited-liability company, collateral-trust certificate, preorganizationcertificate or subscription, transferable share, investment contract,voting-trust certificate, certificate of deposit for a security, fractionalundivided interest in an oil, gas or other mineral lease or in payments out ofproduction of such a lease, right or royalty, a put, call, straddle or optionon a security, certificate of deposit or group or index of securities includingany interest therein or based on the value of any of the foregoing, or, ingeneral, any interest or instrument commonly known as a security or anycertificate of interest or participation in, temporary or interim certificatefor, receipt for, whole or partial guarantee of or warrant or right tosubscribe to or purchase any of the foregoing. The term does not include:

1. An insurance or endowment policy or annuitycontract under which an insurance company promises to pay a fixed sum of moneyeither in a lump sum or periodically for life or some other specified period;or

2. An interest in a contributory or noncontributorypension or welfare plan subject to the Employee Retirement Income Security Actof 1974.

(Added to NRS by 1987, 2152; A 1989, 160; 1995, 1442)

NRS 90.300 Self-regulatoryorganization defined. Self-regulatory organizationmeans a national securities exchange registered under section 6 of theSecurities Exchange Act of 1934, a national association of brokers and dealersregistered under section 15A of the Securities Exchange Act of 1934, a clearingagency registered under section 17A of the Securities Exchange Act of 1934, theMunicipal Securities Rulemaking Board established under section 15B(b)(1) ofthe Securities Exchange Act of 1934 or section 21 of the Commodity ExchangeAct.

(Added to NRS by 1987, 2153; A 1989, 160)

NRS 90.305 Statedefined. State means a state, commonwealth,territory or possession of the United States, the District of Columbia or thecommonwealth of Puerto Rico.

(Added to NRS by 1987, 2153; A 1989, 160)

LICENSING OF BROKER-DEALERS, SALES REPRESENTATIVES,INVESTMENT ADVISERS AND REPRESENTATIVES OF INVESTMENT ADVISERS

NRS 90.310 Licensingof broker-dealers and sales representatives.

1. It is unlawful for any person to transact businessin this State as a broker-dealer or sales representative unless licensed orexempt from licensing under this chapter.

2. It is unlawful for any issuer or any broker-dealerlicensed under this chapter to employ or contract with a person as a salesrepresentative within this State unless the sales representative is licensed orexempt from licensing under this chapter.

3. It is unlawful for a broker-dealer or an issuerengaged in offering securities in this State to employ or contract with, inconnection with any of the broker-dealers or issuers activities in thisState, any person who is suspended or barred from association with abroker-dealer or investment adviser by the Administrator. A broker-dealer orissuer does not violate this subsection unless he knows or in the exercise ofreasonable care should know of the suspension or bar. Upon request from abroker-dealer or issuer, and for good cause shown, the Administrator by ordermay waive the prohibition of this subsection with respect to a particularperson who has been suspended or barred.

4. It is unlawful for any person licensed pursuant tothis chapter to share, divide or apportion fees with a person who is effectingor attempting to effect purchases or sales of securities and is not licensedpursuant to the provisions of this chapter.

(Added to NRS by 1987, 2153; A 1989, 151; 1995, 1442)

NRS 90.320 Exemptbroker-dealers and sales representatives.

1. The following broker-dealers are exempt fromlicensing under NRS 90.310:

(a) A broker-dealer who is registered or, is notrequired to be registered under the Securities Exchange Act of 1934 and who hasno place of business in this State if:

(1) The transactions effected by thebroker-dealer in this State are exclusively with the issuer of the securitiesinvolved in the transactions, other broker-dealers licensed or exempt underthis chapter, and financial or institutional investors;

(2) The broker-dealer is licensed under thesecurities laws of a state in which he maintains a place of business and heoffers and sells in this State to a person who is an existing customer of thebroker-dealer and whose principal place of residence is not in this State; or

(3) The broker-dealer is licensed under thesecurities laws of a state in which he maintains a place of business and duringany 12 consecutive months he does not effect transactions with more than fivepersons in this State in addition to the transactions with the issuers of thesecurities involved in the transactions, financial or institutional investors,or broker-dealers, whether or not the offeror or an offeree is then present inthis State.

(b) Other broker-dealers the Administrator byregulation or order exempts.

2. The following sales representatives are exempt fromlicensing under NRS 90.310:

(a) A sales representative acting for a broker-dealerexempt under subsection 1;

(b) A sales representative acting for an issuer ineffecting transactions in a security exempted by paragraphs (a), (b), (c), (d),(k), (l) or (m) of subsection 2 of NRS90.520;

(c) A sales representative acting for an issuereffecting offers or sales of securities in transactions exempted by NRS 90.530;

(d) A sales representative acting for an issuereffecting transactions with employees, partners, officers or directors of theissuer, a parent or a wholly owned subsidiary of the issuer, if no commissionor other similar compensation is paid or given directly or indirectly to thesales representative for soliciting an employee, partner, officer or directorin this State; and

(e) Other sales representatives the Administrator byregulation or order exempts.

(Added to NRS by 1987, 2153; A 1989, 151; 1991, 189)

 

NRS 90.330 Licensingof investment advisers and representatives of investment advisers.

1. It is unlawful for any person to transact businessin this State as an investment adviser or as a representative of an investmentadviser unless licensed or exempt from licensing under this chapter.

2. It is unlawful for an investment adviser to employ,to engage in any activity in this State, any person who is suspended or barredfrom association with a broker-dealer or investment adviser by theAdministrator. An investment adviser does not violate this subsection unlessthe investment adviser knows or in the exercise of reasonable care should knowof the suspension or bar. Upon request from an investment adviser and for goodcause shown, the Administrator, by order, may waive the prohibition of thissubsection with respect to a person suspended or barred.

(Added to NRS by 1987, 2154; A 1989, 160; 1995, 1442)

NRS 90.340 Exemptinvestment advisers and representatives of investment advisers.

1. The following persons are exempt from licensingunder NRS 90.330:

(a) An investment adviser who is registered or is notrequired to be registered as an investment adviser under the InvestmentAdvisers Act of 1940 if:

(1) Its only clients in this State are otherinvestment advisers, broker-dealers or financial or institutional investors;

(2) The investment adviser has no place ofbusiness in this State and directs business communications in this State to aperson who is an existing client of the investment adviser and whose principalplace of residence is not in this State; or

(3) The investment adviser has no place ofbusiness in this State and during any 12 consecutive months it does not directbusiness communications in this State to more than five present or prospectiveclients other than those specified in subparagraph (1), whether or not theperson or client to whom the communication is directed is present in thisState;

(b) A representative of an investment adviser who isemployed by an investment adviser who is exempt from licensing pursuant toparagraph (a);

(c) A sales representative licensed pursuant to NRS 90.310 who:

(1) Has passed one of the following examinationsadministered by the National Association of Securities Dealers, Inc.:

(I) The Uniform Investment Adviser Lawexamination, designated as the Series 65 examination; or

(II) The examination designated as theSeries 66 examination; or

(2) On January 1, 1996, has been continuouslylicensed in this State as a sales representative for 5 years or more; and

(d) Other investment advisers and representatives ofinvestment advisers the Administrator by regulation or order exempts.

2. The Administrator may, by order or rule, waive theexamination required by subparagraph (1) of paragraph (c) of subsection 1 foran applicant or a class of applicants if the Administrator determines that theexamination is not necessary for the protection of investors because of thetraining and experience of the applicant or class of applicants.

(Added to NRS by 1987, 2155; A 1989, 160; 1995, 1443)

NRS 90.350 Application.[Effective until the date of the repeal of the federal law requiring each stateto establish procedures for withholding, suspending and restricting theprofessional, occupational and recreational licenses for child supportarrearages and for noncompliance with certain processes relating to paternityor child support proceedings.]

1. An applicant for licensing as abroker-dealer, sales representative, investment adviser or representative of aninvestment adviser must file with the Administrator an application forlicensing and a consent to service of process pursuant to NRS 90.770 and pay the fee required by NRS 90.360. The application for licensingmust contain the social security number of the applicant and any otherinformation the Administrator determines by regulation to be necessary andappropriate to facilitate the administration of this chapter.

2. The requirements of subsection 1 are satisfied byan applicant who has filed and maintains a completed and current registrationwith the Securities and Exchange Commission or a self-regulatory organizationif the information contained in that registration is readily available to theAdministrator through the Central Registration Depository or another depositoryfor registrations that has been approved by the Administrator by regulation ororder. Such an applicant must also file a notice with the Administrator in theform and content determined by the Administrator by regulation and a consent toservice of process pursuant to NRS 90.770and the fee required by NRS 90.360. TheAdministrator, by order, may require the submission of additional informationby an applicant.

3. As used in this section, Central RegistrationDepository means the Central Registration Depository of the NationalAssociation of Securities Dealers, Inc., or its successor, and the NorthAmerican Securities Administrators Association or its successor.

(Added to NRS by 1987, 2155; A 1989, 152; 1995, 1443;1997, 2036; 1999, 520,540; 2001, 1154; 2003, 325)

NRS 90.350 Application. [Effective on the dateof the repeal of the federal law requiring each state to establish proceduresfor withholding, suspending and restricting the professional, occupational andrecreational licenses for child support arrearages and for noncompliance withcertain processes relating to paternity or child support proceedings.]

1. An applicant for licensing as abroker-dealer, sales representative, investment adviser or representative of aninvestment adviser must file with the Administrator an application forlicensing and a consent to service of process pursuant to NRS 90.770 and pay the fee required by NRS 90.360. The application for licensingmust contain the information the Administrator determines by regulation to benecessary and appropriate to facilitate the administration of this chapter.

2. The requirements of subsection 1 are satisfied byan applicant who has filed and maintains a completed and current registrationwith the Securities and Exchange Commission or a self-regulatory organizationif the information contained in that registration is readily available to theAdministrator through the Central Registration Depository or another depositoryfor registrations that has been approved by the Administrator by regulation ororder. Such an applicant must also file a notice with the Administrator in theform and content determined by the Administrator by regulation and a consent toservice of process pursuant to NRS 90.770and the fee required by NRS 90.360. TheAdministrator, by order, may require the submission of additional informationby an applicant.

3. As used in this section, Central RegistrationDepository means the Central Registration Depository of the NationalAssociation of Securities Dealers, Inc., or its successor, and the NorthAmerican Securities Administrators Association or its successor.

(Added to NRS by 1987, 2155; A 1989, 152; 1995, 1443;1997, 2036; 1999, 520,540; 2001, 1154; 2003, 325, effectiveon the date of the repeal of the federal law requiring each state to establishprocedures for withholding, suspending and restricting the professional,occupational and recreational licenses for child support arrearages and fornoncompliance with certain processes relating to paternity or child supportproceedings)

NRS 90.360 Licensingfees.

1. An applicant for licensing shall pay anonrefundable licensing fee, due annually in the following amounts:

(a) Broker-dealer, $300.

(b) Sales representative, $110.

(c) Investment adviser, $300.

(d) Representative of an investment adviser, $110.

2. The Administrator by regulation shall requirelicensing of branch offices. A broker-dealer who desires to obtain a branchoffice license must, in addition to complying with any other requirementsestablished by the Administrator for such a license, submit an application forthe license and pay a fee of $100. If any change occurs in the information setforth in an application made pursuant to this subsection, the applicant shall,within 30 days after the change, file an amendment to the application and pay afee of $50. A license obtained pursuant to this subsection expires on December31 of each year. The license must be renewed annually on or before December 31by paying a fee of $100.

3. For the purpose of this section, a branch officemeans any place of business in this State other than the principal office inthe state of the broker-dealer, from which one or more sales representativestransact business.

(Added to NRS by 1987, 2155; A 1989, 160; 1991, 594;1995, 1444; 2003,20th Special Session, 24, 114)

NRS 90.370 Examinations:Requirement for licensure; administration; waiver.

1. Except as otherwise provided in NRS 90.372, the Administrator by regulationor order may require an examination of an applicant applying for licensingunder this chapter, a class of applicants, or a class of persons who willrepresent an investment adviser in performing an act that requires licensing asan investment adviser in this State.

2. Any examination required must be administered bythe Administrator or his designee. Examinations may be oral or written, orboth, and may differ for each class of applicants.

3. The Administrator by order may waive anyrequirement for examination imposed pursuant to subsection 1 as to any personor class of persons if he determines that an examination is not necessary forthe protection of investors by reason of the training and experience of theapplicant or class of applicants.

(Added to NRS by 1987, 2156; A 1989, 160; 1997, 500)

NRS 90.372 Eligibilityof officer or director of issuer for waiver from examination for licensure assales representative or broker-dealer.

1. The Administrator shall grant to a bona fideofficer or director of an issuer a waiver from the examination required forlicensure as a sales representative or broker-dealer if:

(a) The securities of the issuer:

(1) Are registered under the Securities ExchangeAct of 1934; or

(2) Comply with the requirements of Regulation Dof the Securities and Exchange Commission, 17 C.F.R. 230.501 to 230.506,inclusive, except for 17 C.F.R. 230.504, and are exempt from registration byregulation of the Administrator;

(b) The officer or director does not receive acommission or other compensation for the sale of the issuers securities; and

(c) The officer or director files with theAdministrator an affidavit which states that he:

(1) Is an officer or director of the issuer;

(2) Will not be receiving a commission or othercompensation for the sale of the issuers securities;

(3) Understands that the waiver applies only tothe sale of the issuers securities; and

(4) Agrees to provide to prospective purchasersof the issuers securities such pamphlets, circulars, literature or otherinformation as may be required by regulation or order of the Administrator.

2. If the officer or director sells or offers to sellany securities other than the securities of the issuer, he must pass theexamination for licensure as a sales representative or broker-dealer unless theexamination is otherwise waived by the Administrator pursuant to NRS 90.370.

(Added to NRS by 1997, 499)

NRS 90.375 Applicationfor issuance or renewal of license: Statement regarding obligation of childsupport required; grounds for denial of license; duty of Administrator.[Expires by limitation on the date of the repeal of the federal law requiringeach state to establish procedures for withholding, suspending and restrictingthe professional, occupational and recreational licenses for child supportarrearages and for noncompliance with certain processes relating to paternityor child support proceedings.]

1. An applicant for the issuance or renewal ofa license as a broker-dealer, sales representative, investment adviser orrepresentative of an investment adviser shall submit to the Administrator thestatement prescribed by the Division of Welfare and Supportive Services of theDepartment of Health and Human Services pursuant to NRS 425.520. The statement must becompleted and signed by the applicant.

2. The Administrator shall include the statementrequired pursuant to subsection 1 in:

(a) The application or any other forms that must besubmitted for the issuance or renewal of the license; or

(b) A separate form prescribed by the Administrator.

3. A license as a broker-dealer, sales representative,investment adviser or representative of an investment adviser may not be issuedor renewed by the Administrator if the applicant:

(a) Fails to submit the statement required pursuant tosubsection 1; or

(b) Indicates on the statement submitted pursuant tosubsection 1 that he is subject to a court order for the support of a child andis not in compliance with the order or a plan approved by the district attorneyor other public agency enforcing the order for the repayment of the amount owedpursuant to the order.

4. If an applicant indicates on the statementsubmitted pursuant to subsection 1 that he is subject to a court order for thesupport of a child and is not in compliance with the order or a plan approvedby the district attorney or other public agency enforcing the order for therepayment of the amount owed pursuant to the order, the Administrator shalladvise the applicant to contact the district attorney or other public agencyenforcing the order to determine the actions that the applicant may take tosatisfy the arrearage.

(Added to NRS by 1997, 2035)

NRS 90.380 Licensing:General provisions. [Effective until the date of the repeal of the federal lawrequiring each state to establish procedures for withholding, suspending andrestricting the professional, occupational and recreational licenses for childsupport arrearages and for noncompliance with certain processes relating topaternity or child support proceedings.]

1. Unless a proceeding under NRS 90.420 has been instituted, the licenseof any broker-dealer, sales representative, investment adviser orrepresentative of an investment adviser becomes effective 30 days after anapplication for licensing has been filed and is complete, including anyamendment, if all requirements imposed pursuant to NRS 90.370 and 90.375 have been satisfied. An applicationor amendment is complete when the applicant has furnished informationresponsive to each applicable item of the application. The Administrator mayauthorize an earlier effective date of licensing.

2. The license of a broker-dealer, salesrepresentative, investment adviser or representative of an investment adviseris effective until terminated by revocation, suspension, expiration orwithdrawal.

3. The license of a sales representative is onlyeffective with respect to transactions effected on behalf of the broker-dealeror issuer for whom the sales representative is licensed.

4. A person shall not at any one time act as a salesrepresentative for more than one broker-dealer or for more than one issuer,unless the Administrator by regulation or order authorizes multiple licenses.

5. If a person licensed as a sales representativeterminates association with a broker-dealer or issuer or ceases to be a salesrepresentative, the sales representative and the broker-dealer or issuer onwhose behalf the sales representative was acting shall promptly notify the Administrator.

6. The Administrator by regulation may authorize oneor more special classifications of licenses as a broker-dealer, salesrepresentative, investment adviser or representative of an investment adviserto be issued to applicants subject to limitations and conditions on the natureof the activities that may be conducted by persons so licensed.

7. The license of a broker-dealer, salesrepresentative, investment adviser or representative of an investment adviserexpires if:

(a) The statement required pursuant to NRS 90.375 is not submitted when it is due;or

(b) The annual fee required by NRS 90.360 is not paid when it is due.

8. A license that has expired may be reinstatedretroactively if the licensed person:

(a) Submits the statement required pursuant to NRS 90.375; and

(b) Pays the fee required by NRS 90.360, plus a fee for reinstatement inthe amount of $50,

within 30days after the date of expiration. If the license is not reinstated within thattime, it shall be deemed to have lapsed as of the date of expiration, and the licensedperson must thereafter submit a new application for licensing if he desires tobe relicensed.

(Added to NRS by 1987, 2156; A 1989, 160; 1991, 594;1995, 1444; 1997, 2036; 2001, 1154; 2003, 325; 2003, 20thSpecial Session, 115)

NRS 90.380 Licensing: General provisions.[Effective on the date of the repeal of the federal law requiring each state toestablish procedures for withholding, suspending and restricting theprofessional, occupational and recreational licenses for child supportarrearages and for noncompliance with certain processes relating to paternityor child support proceedings.]

1. Unless a proceeding under NRS 90.420 has been instituted, the licenseof any broker-dealer, sales representative, investment adviser orrepresentative of an investment adviser becomes effective 30 days after anapplication for licensing has been filed and is complete, including anyamendment, if all requirements imposed pursuant to NRS 90.370 have been satisfied. Anapplication or amendment is complete when the applicant has furnishedinformation responsive to each applicable item of the application. The Administratormay authorize an earlier effective date of licensing.

2. The license of a broker-dealer, salesrepresentative, investment adviser or representative of an investment adviseris effective until terminated by revocation, suspension, expiration or withdrawal.

3. The license of a sales representative is onlyeffective with respect to transactions effected on behalf of the broker-dealeror issuer for whom the sales representative is licensed.

4. A person shall not at any one time act as a salesrepresentative for more than one broker-dealer or for more than one issuer,unless the Administrator by regulation or order authorizes multiple licenses.

5. If a person licensed as a sales representativeterminates association with a broker-dealer or issuer or ceases to be a salesrepresentative, the sales representative and the broker-dealer or issuer onwhose behalf the sales representative was acting shall promptly notify theAdministrator.

6. The Administrator by regulation may authorize oneor more special classifications of licenses as a broker-dealer, salesrepresentative, investment adviser or representative of an investment adviserto be issued to applicants subject to limitations and conditions on the natureof the activities that may be conducted by persons so licensed.

7. The license of a broker-dealer, salesrepresentative, investment adviser or representative of an investment adviserexpires if the annual fee required by NRS90.360 is not paid when it is due.

8. A license that has expired may be reinstatedretroactively if the licensed person pays the fee required by NRS 90.360, plus a fee for reinstatement inthe amount of $50, within 30 days after the date of expiration. If the licenseis not reinstated within that time, it shall be deemed to have lapsed as of thedate of expiration, and the licensed person must thereafter submit a newapplication for licensing if he desires to be relicensed.

(Added to NRS by 1987, 2156; A 1989, 160; 1991, 594;1995, 1444; 1997, 2036; 2001, 1154; 2003, 325; 2003, 20thSpecial Session, 115, effective on the date of the repeal of the federallaw requiring each state to establish procedures for withholding, suspendingand restricting the professional, occupational and recreational licenses forchild support arrearages and for noncompliance with certain processes relatingto paternity or child support proceedings)

NRS 90.390 Requirementsafter licensing.

1. The Administrator by regulation may require that:

(a) A licensed broker-dealer who is not registeredunder the Securities Exchange Act of 1934 maintain minimum net capital and aprescribed ratio between net capital and aggregate indebtedness, which may varywith type or class of broker-dealer; or

(b) A licensed investment adviser who is not registeredunder the Investment Advisers Act of 1940 maintain a minimum net worth.

2. If a licensed broker-dealer or investment adviserknows, or has reasonable cause to know, that a requirement imposed on it underthis section is not being met, the broker-dealer or investment adviser shallpromptly notify the Administrator of its current financial condition.

3. The Administrator by regulation may require afidelity bond from a broker-dealer who is not registered under the SecuritiesExchange Act of 1934.

4. A licensed broker-dealer or investment advisershall file financial and other reports that the Administrator determines byregulation or order are necessary, but filing a copy of the financial reportsfiled under the Securities Exchange Act of 1934, in the case of abroker-dealer, or the Investment Advisers Act of 1940, in the case of aninvestment adviser, satisfies the requirements regarding the filing offinancial reports pursuant to this subsection.

5. A licensed broker-dealer, sales representative,investment adviser or representative of an investment adviser shall make andmaintain records that the Administrator determines by regulation are necessaryand appropriate, but compliance with the recordkeeping requirements of theSecurities Exchange Act of 1934, in the case of a broker-dealer, or theInvestment Advisers Act of 1940, in the case of an investment adviser,satisfies the requirements of this subsection.

6. Required records may be maintained in any form ofdata storage if they are readily accessible to the Administrator. Requiredrecords must be preserved for 5 years unless the Administrator by regulationspecifies a different period for a particular type or class of records.

7. If the information contained in a record filed withthe Administrator as part of the application for licensing or under thesection, except information the Administrator by regulation or order excludes,is or becomes inaccurate or incomplete in a material respect, the licensedperson shall promptly file correcting information, unless notification oftermination has been given pursuant to subsection 5 of NRS 90.380.

(Added to NRS by 1987, 2156; A 1989, 160; 1995, 1445;2003, 3162)

NRS 90.400 Licensingof successor firms.

1. A licensed broker-dealer or investment adviser mayfile an application for licensing of a successor, whether or not the successoris then in existence, if the fee the Administrator prescribes for theapplication is submitted with the application.

2. If a broker-dealer or investment adviser succeedsto and continues the business of a licensed broker-dealer or investment adviserand the successor files an application for licensing within 30 days after thesuccession, the license of the predecessor remains effective as the license ofthe successor for 60 days after the succession.

3. Licensing of each licensed sales representative ofthe broker-dealer or licensed representative of the investment adviser filingan application pursuant to subsection 1 or 2 continues without a separatefiling or fee upon the licensing of the successor.

(Added to NRS by 1987, 2157; A 1989, 160; 1995, 1446)

NRS 90.410 Powerof inspection.

1. The Administrator, without previous notice, mayexamine in a manner reasonable under the circumstances the records, within orwithout this State, of a licensed broker-dealer, sales representative,investment adviser or representative of an investment adviser, in order todetermine compliance with this chapter. Broker-dealers, sales representatives,investment advisers and representatives of investment advisers shall make theirrecords available to the Administrator in legible form.

2. The Administrator may copy records or require alicensed person to copy records and provide the copies to the Administrator tothe extent and in a manner reasonable under the circumstances.

3. The Administrator by regulation may impose areasonable fee for the expense of conducting an examination under this section.

(Added to NRS by 1987, 2157; A 1989, 160; 1995, 1446)

NRS 90.415 Feefor inspection of records.

1. For any inspection of records conducted pursuant toNRS 90.410, the Administrator shallimpose a fee of not more than:

(a) One thousand dollars for an inspection within thisState;

(b) Five thousand dollars for an inspection in whichany part of the inspection occurs outside this State; or

(c) The actual cost to the Division of performing theinspection,

whichever isless.

2. The fee must be paid within 60 days after thereceipt of a request for payment from the Administrator.

(Added to NRS by 2003, 20th SpecialSession, 24, 25,26)

NRS 90.420 Groundsfor denial, suspension, revocation, fine or condition.

1. The Administrator by order may deny, suspend orrevoke any license, fine any licensed person, limit the activities governed bythis chapter that an applicant or licensed person may perform in this State,bar an applicant or licensed person from association with a licensedbroker-dealer or investment adviser or bar from employment with a licensedbroker-dealer or investment adviser a person who is a partner, officer,director, sales representative, investment adviser or representative of an investmentadviser, or a person occupying a similar status or performing a similarfunction for an applicant or licensed person, if the Administrator finds thatthe order is in the public interest and that the applicant or licensed personor, in the case of a broker-dealer or investment adviser, any partner, officer,director, sales representative, investment adviser, representative of aninvestment adviser, or person occupying a similar status or performing similarfunctions or any person directly or indirectly controlling the broker-dealer orinvestment adviser:

(a) Has filed an application for licensing with theAdministrator which, as of its effective date, or as of any date after filingin the case of an order denying effectiveness, was incomplete in a materialrespect or contained a statement that was, in light of the circumstances underwhich it was made, false or misleading with respect to a material fact;

(b) Has violated or failed to comply with a provisionof this chapter as now or formerly in effect or a regulation or order adoptedor issued under this chapter;

(c) Is the subject of an adjudication or determinationafter notice and opportunity for hearing, within the last 5 years by asecurities agency or administrator of another state or a court of competentjurisdiction that the person has violated the Securities Act of 1933, theSecurities Exchange Act of 1934, the Investment Advisers Act of 1940, theInvestment Company Act of 1940, the Commodity Exchange Act or the securitieslaw of any other state, but only if the acts constituting the violation of thatstates law would constitute a violation of this chapter had the acts takenplace in this State;

(d) Within the last 10 years has been convicted of afelony or misdemeanor which the Administrator finds:

(1) Involves the purchase or sale of a security,taking a false oath, making a false report, bribery, perjury, burglary, robberyor conspiracy to commit any of the foregoing offenses;

(2) Arises out of the conduct of business as abroker-dealer, investment adviser, depository institution, insurance company orfiduciary; or

(3) Involves the larceny, theft, robbery,extortion, forgery, counterfeiting, fraudulent concealment, embezzlement,fraudulent conversion or misappropriation of money or securities or conspiracyto commit any of the foregoing offenses;

(e) Is or has been permanently or temporarily enjoinedby any court of competent jurisdiction, unless the order has been vacated, fromacting as an investment adviser, representative of an investment adviser,underwriter, broker-dealer or as an affiliated person or employee of aninvestment company, depository institution or insurance company or from engagingin or continuing any conduct or practice in connection with any of theforegoing activities or in connection with the purchase or sale of a security;

(f) Is or has been the subject of an order of theAdministrator, unless the order has been vacated, denying, suspending orrevoking his license as a broker-dealer, sales representative, investmentadviser or representative of an investment adviser;

(g) Is or has been the subject of any of the followingorders which were issued within the last 5 years, unless the order has beenvacated:

(1) An order by the securities agency oradministrator of another state, Canadian province or territory or by theSecurities and Exchange Commission or a comparable regulatory agency of anothercountry, entered after notice and opportunity for hearing, denying, suspendingor revoking the persons license as a broker-dealer, sales representative,investment adviser or representative of an investment adviser;

(2) A suspension or expulsion from membership inor association with a member of a self-regulatory organization;

(3) An order of the United States Postal Servicerelating to fraud;

(4) An order to cease and desist entered afternotice and opportunity for hearing by the Administrator, the securities agencyor administrator of another state, Canadian province or territory, theSecurities and Exchange Commission or a comparable regulatory agency of anothercountry, or the Commodity Futures Trading Commission; or

(5) An order by the Commodity Futures TradingCommission denying, suspending or revoking registration under the CommodityExchange Act;

(h) Has engaged in unethical or dishonest practices inthe securities business;

(i) Is insolvent, either in the sense that liabilitiesexceed assets or in the sense that obligations cannot be met as they mature,but the Administrator may not enter an order against a broker-dealer orinvestment adviser under this paragraph without a finding of insolvency as tothe broker-dealer or investment adviser;

(j) Has failed to pay a tax as required pursuant to theprovisions of chapter 363A of NRS;

(k) Is determined by the Administrator in compliancewith NRS 90.430 not to be qualified onthe basis of lack of training, experience and knowledge of the securitiesbusiness; or

(l) Has failed reasonably to supervise a salesrepresentative, employee or representative of an investment adviser.

2. The Administrator may not institute a proceeding onthe basis of a fact or transaction known to the director when the licensebecame effective unless the proceeding is instituted within 90 days afterissuance of the license.

3. If the Administrator finds that an applicant orlicensed person is no longer in existence or has ceased to do business as abroker-dealer, sales representative, investment adviser or representative of aninvestment adviser or is adjudicated mentally incompetent or subjected to thecontrol of a committee, conservator or guardian or cannot be located afterreasonable search, the Administrator may by order deny the application orrevoke the license.

(Added to NRS by 1987, 2158; A 1989, 160; 1991, 595;1993, 1225; 1995, 1446; 2001, 1155; 2005, 1781)

NRS 90.430 Denial,suspension, revocation, fine or condition on grounds of lack of qualification. The Administrators determination that an applicant orlicensed person lacks qualification under NRS90.420 is limited by the following provisions:

1. The Administrator may not enter an order against abroker-dealer because of the lack of qualification of:

(a) A person other than the broker-dealer if thebroker-dealer is a natural person; or

(b) A sales representative of the broker-dealer.

2. The Administrator may not enter an order against aninvestment adviser because of the lack of qualification of:

(a) A person other than the investment adviser, if theinvestment adviser is a natural person; or

(b) Any representative of an investment adviser orother person who represents the investment adviser in doing an act that makesthe person an investment adviser.

3. The Administrator may not enter an order solely onthe basis of lack of experience if the applicant or registrant is qualified bytraining or knowledge, or both.

4. The Administrator shall consider that:

(a) A sales representative who will work under thesupervision of a licensed broker-dealer need not have the same qualificationsas a broker-dealer; and

(b) A representative of an investment adviser who willwork under the supervision of a licensed investment adviser need not have thesame qualifications as an investment adviser.

5. The Administrator shall consider that an investmentadviser is not necessarily qualified solely on the basis of experience as abroker-dealer or sales representative.

(Added to NRS by 1987, 2160; A 1989, 160; 1995, 1449)

NRS 90.435 Mandatorysuspension of license for failure to pay child support or comply with certainsubpoenas or warrants; reinstatement of license. [Expires by limitation on thedate of the repeal of the federal law requiring each state to establishprocedures for withholding, suspending and restricting the professional,occupational and recreational licenses for child support arrearages and for noncompliancewith certain processes relating to paternity or child support proceedings.]

1. If the Administrator receives a copy of a courtorder issued pursuant to NRS 425.540that provides for the suspension of all professional, occupational and recreationallicenses, certificates and permits issued to a person who is the holder of a licenseas a broker-dealer, sales representative, investment adviser or representativeof an investment adviser, the Administrator shall deem the license issued tothat person to be suspended at the end of the 30th day after the date on whichthe court order was issued unless the Administrator receives a letter issued tothe holder of the license by the district attorney or other public agencypursuant to NRS 425.550 stating that theholder of the license has complied with the subpoena or warrant or hassatisfied the arrearage pursuant to NRS425.560.

2. The Administrator shall reinstate a license as abroker-dealer, sales representative, investment adviser or representative of aninvestment adviser that has been suspended by a district court pursuant to NRS 425.540 if the Administrator receives aletter issued by the district attorney or other public agency pursuant to NRS 425.550 to the person whose license wassuspended stating that the person whose license was suspended has complied withthe subpoena or warrant or has satisfied the arrearage pursuant to NRS 425.560.

(Added to NRS by 1997, 2035)

NRS 90.440 Withdrawal.

1. An application for a license may be withdrawn bythe applicant without prejudice before the license becomes effective.

2. Withdrawal from licensing as a broker-dealer, salesrepresentative, investment adviser or representative of an investment adviser becomeseffective 30 days after receipt by the Administrator of an application towithdraw or within such shorter period as the Administrator determines, unless:

(a) A proceeding to revoke or suspend is pending whenthe application is filed;

(b) A proceeding to revoke or suspend or to imposeconditions upon the withdrawal is instituted within 30 days after theapplication is filed; or

(c) Additional information is requested by theAdministrator regarding the application.

3. If a proceeding is pending or instituted undersubsection 2, withdrawal becomes effective at the time and upon the conditionsthe Administrator by order determines. If additional information is requested,withdrawal is effective 30 days after the additional information is filed.Although no proceeding is pending or instituted and withdrawal becomeseffective, the Administrator may institute a proceeding pursuant to NRS 90.420 within 2 years after withdrawalbecame effective and enter an order as of the last date on which licensing waseffective.

(Added to NRS by 1987, 2160; A 1989, 160; 1995, 1449;2001, 1157)

NRS 90.450 Custodyof clients securities and money.

1. Unless prohibited by regulation or order of theAdministrator, an investment adviser registered under the Investment AdvisersAct of 1940 may take or retain custody of securities or money of a client.

2. To the extent permitted by regulation or order ofthe Administrator, an investment adviser exempt from registration under theInvestment Advisers Act of 1940, but licensed as an investment adviser underthis chapter, may take or retain custody of securities or money of a client.

(Added to NRS by 1987, 2160; A 1989, 160)

REGISTRATION OF SECURITIES EXCHANGES

NRS 90.453 Registrationrequired; exemption; regulations; investigation of persons associated withapplicant; denial, suspension or revocation.

1. Except as otherwise provided in subsection 2, aperson shall not operate a securities exchange in this State unless it has beenregistered with the Securities Division.

2. A securities exchange which is registered with theUnited States Securities and Exchange Commission is exempt from therequirements for registration set forth in this section.

3. The Administrator shall adopt regulations necessaryto carry out the provisions of this section, including regulations prescribing:

(a) Requirements for the registration and operation ofa securities exchange;

(b) The fees for the registration of a securities exchange;and

(c) The requirements for bonding and minimumcapitalization of a securities exchange.

4. The Administrator shall investigate thequalifications of each person associated with an applicant for registration asa securities exchange. The applicant shall pay the cost of the investigation.

5. The Administrator may deny, suspend or revoke theregistration of a securities exchange, or place conditions, limitations orrestrictions on the registration, if he determines that such action is in thepublic interest and any of the provisions of subsection 1 of NRS 90.420 are applicable to a personassociated with the securities exchange.

(Added to NRS by 1993, 2414; A 1997, 503)

NRS 90.4535 Descriptionof person associated with securities exchange or applicant for registration. A person is associated with a securities exchange or anapplicant for registration as such if he is:

1. An officer, director, shareholder, employee orother agent, client, customer or member of the securities exchange orapplicant;

2. A partner, officer or director of a member of thesecurities exchange; or

3. An employee of a member of the securities exchangewho is licensed pursuant to this chapter or registered pursuant to theSecurities Exchange Act of 1934.

(Added to NRS by 1997, 503)

NRS 90.454 Limitationson trading of security. A securities exchangelocated in this State shall not allow the trading of a security in this Stateunless it is issued by a corporation which has complied with the requirementsof this chapter and any other applicable requirements of federal or state law.

(Added to NRS by 1993, 2415)

NRS 90.456 Feefor transactions.

1. The Administrator may charge a fee not to exceed 0.5percent of the total value of each transaction involving the purchase, sale orother transfer of a security conducted by a securities exchange located in thisState.

2. The Administrator may adopt by regulation or order,and shall cause to be published, a table of fees based upon the direct cost ofregulating the securities exchange.

(Added to NRS by 1993, 2415; A 1997, 504; 2003, 20thSpecial Session, 115)

NRS 90.457 Useof unregistered exchange by broker-dealer or representative prohibited. A broker-dealer or his representative shall not use asecurities exchange to effect or report any transaction concerning a securityunless the securities exchange is registered with the Securities Division or isexempt from the requirements for registration pursuant to NRS 90.453.

(Added to NRS by 1993, 2415)

REGISTRATION OF SECURITIES

NRS 90.460 Registrationrequirement. It is unlawful for a person tooffer to sell or sell any security in this State unless the security isregistered or the security or transaction is exempt under this chapter.

(Added to NRS by 1987, 2161; A 1989, 160)

NRS 90.465 Expeditiousprocessing of notice of claim of exemption from registration requirement.

1. A person who files a notice of claim of exemptionfrom the registration requirements of NRS90.460 may request expeditious processing of the claim by paying anadditional fee per filing for the expeditious processing.

2. For a fee of $100 per filing, the Administratorshall issue a notification of acceptance within 24 hours after receipt of thefiling.

3. For a fee of $200 per filing, the Administratorshall issue a notification of acceptance on the same date on which the filingis received, if the filing is received by the Administrator before noon PacificStandard Time.

(Added to NRS by 2003, 20th SpecialSession, 24, 25,26)

NRS 90.470 Registrationby filing.

1. Securities for which a registration statement hasbeen filed under the Securities Act of 1933 in connection with the offering ofthe securities may be registered by filing, whether or not they are alsoeligible for registration under NRS 90.480or 90.490, if:

(a) The issuer is organized under the laws of theUnited States or a state or, if the issuer is not organized under the laws ofthe United States or a state, it has appointed a duly authorized agent in theUnited States for service of process;

(b) The issuer has actively engaged in businessoperations in the United States for a period of at least 36 consecutivecalendar months immediately before the filing of the federal registrationstatement;

(c) The issuer has registered a class of equitysecurities under section 12(b) or 12(g) of the Securities Exchange Act of 1934,and the class of securities is held of record by 500 or more persons;

(d) The issuer has:

(1) Either a total net worth of $4,000,000 or atotal net worth of $2,000,000 and net pretax income from operations beforeallowances for extraordinary items, for at least 2 of the 3 preceding fiscalyears;

(2) Not less than 400,000 units of the class ofsecurity registered under section 12 of the Securities Exchange Act of 1934held by the public, excluding securities held by officers and directors of theissuer, underwriters and persons beneficially owning 10 percent or more of thatclass of security; and

(3) No outstanding warrants and options held bythe underwriters and executive officers and directors of the issuer in anamount exceeding 10 percent of the total number of shares to be outstandingafter completion of the offering of the securities being registered;

(e) The issuer has been subject to the requirements ofsection 12 of the Securities Exchange Act of 1934 and has filed all thematerial required to be filed under sections 13 and 14 of that act for at least36 consecutive calendar months immediately before the filing of the statementand the issuer has filed in a timely manner all reports required to be filedduring the 12 calendar months next preceding the filing of the federalregistration statement;

(f) For at least 30 days during the 3 months nextpreceding the offering of the securities registered there have been at leastfour market makers for the class of equity securities registered under section12 of the Securities Exchange Act of 1934;

(g) Each of the underwriters participating in theoffering of the security and each broker-dealer who will offer the security inthis State is a member of or is subject to the regulations of fair practice ofa national association of securities dealers with respect to the offering andthe underwriters have contracted to purchase the securities offered in aprincipal capacity;

(h) The aggregate commissions or discounts to bereceived by the underwriters will not exceed 10 percent of the aggregate priceat which the securities being registered are offered to the public;

(i) Neither the issuer nor any of its subsidiaries,since the end of the fiscal year next preceding the filing of the registrationstatement, have:

(1) Failed to pay a dividend or sinking fundinstallment on preferred stock;

(2) Defaulted on indebtedness for borrowedmoney; or

(3) Defaulted on the rental on one or morelong-term leases, and the defaults in the aggregate are material to thefinancial position of the issuer and its subsidiaries, taken as a whole; and

(j) In the case of an equity security, the price atwhich the security will be offered to the public is not less than $5 per share.

2. A registration statement under this section mustcontain the following information and be accompanied by the following recordsin addition to the information specified in subsection 4 of NRS 90.500 and the consent to service ofprocess required by NRS 90.770:

(a) A statement demonstrating eligibility forregistration by filing;

(b) The name, address and form of organization of theissuer;

(c) With respect to a person on whose behalf a part ofthe offering is to be made in a nonissuer distribution:

(1) Name and address;

(2) The amount of securities of the issuer heldby the person as of the date of the filing of the registration statement; and

(3) A statement of the reasons for making theoffering;

(d) A description of the security being registered; and

(e) A copy of the latest prospectus filed with theregistration statement under and satisfying the requirements of section 10 ofthe Securities Act of 1933.

3. If the information and records required to be filedby subsection 2 have been on file with the Administrator for at least 5business days, or any shorter period the Administrator allows by regulation ororder, and the applicable registration fee has been paid before theeffectiveness of the federal registration statement, a registration statementunder this section automatically becomes effective concurrently with the effectivenessof the federal registration statement. If the federal statement becomeseffective before the conditions in this section are satisfied and they are notwaived, the registration statement becomes effective when the conditions aresatisfied. The registrant shall promptly notify the Administrator by telephoneor telegram of the date and time when the federal registration statement becameeffective and the content of the price amendment, if any, and shall filepromptly a posteffective amendment containing the information and records inthe price amendment. The Administrator shall promptly acknowledge receipt ofnotification and effectiveness of the registration statement as of the date andtime the registration statement became effective with the Securities andExchange Commission.

(Added to NRS by 1987, 2161; A 1989, 160; 2003, 3163)

NRS 90.480 Registrationby coordination.

1. Securities for which a registration statement hasbeen filed under the Securities Act of 1933 in connection with the offering ofthe securities may be registered by coordination.

2. A registration statement under this section mustcontain the following information and be accompanied by the following recordsin addition to the information specified in subsection 4 of NRS 90.500 and the consent to service ofprocess required by NRS 90.770:

(a) One copy of the latest form of prospectus filedunder the Securities Act of 1933;

(b) If the Administrator by regulation or orderrequires:

(1) A copy of the articles of incorporation andbylaws, or their substantial equivalents, currently in effect;

(2) A copy of any agreement with or amongunderwriters;

(3) A copy of any indenture or other instrumentgoverning the issuance of the security to be registered; and

(4) A copy, specimen or description of thesecurity;

(c) If the Administrator requests and subject to theprovisions of NRS 90.730, any otherinformation or copies of any other records filed under the Securities Act of1933; and

(d) An undertaking to forward promptly and in any eventnot later than the first business day after the day they are forwarded to orfiled with the Securities and Exchange Commission, all future amendments to thefederal prospectus, other than an amendment that delays the effective date ofthe registration statement, whichever occurs first.

3. A registration statement under this section becomeseffective when the federal registration statement becomes effective and all thefollowing conditions are satisfied:

(a) No order is in effect, and no proceeding ispending, under NRS 90.510;

(b) The registration statement has been on file withthe Administrator for at least 10 days, but if the registration statement isnot filed with the Administrator within 5 days after the initial filing underthe Securities Act of 1933, the registration statement must have been on filewith the Administrator for 30 days or any shorter period as the Administratorby regulation or order specifies; and

(c) A statement of the maximum and minimum proposed offeringprices and the maximum underwriting discounts and commissions has been on filefor 2 full business days or any shorter period the Administrator permits andthe offering is made within those limitations.

4. The registrant shall promptly notify theAdministrator of the date and time when the federal registration statementbecame effective and the content of the price amendment, if any, and shallpromptly file a posteffective amendment containing the information and recordsin the price amendment.

5. Upon failure to receive the required notificationand posteffective amendment with respect to the price amendment, theAdministrator may enter an order, retroactively denying effectiveness to theregistration statement or suspending its effectiveness until the registrantcomplies with subsection 4. The Administrator shall promptly notify theregistrant of the issuance of the order. If the registrant proves compliancewith the requirements of subsection 4 as to notice and posteffective amendment,the order is void as of its entry.

6. The Administrator by regulation or order may waiveeither or both of the conditions specified in paragraphs (b) and (c) ofsubsection 3.

7. If the federal registration statement becomeseffective before all the conditions in subsection 3 are satisfied and they arenot waived, the registration statement automatically becomes effective when allthe conditions are satisfied. If the registrant advises the Administrator ofthe date when the federal registration statement is expected to becomeeffective, the Administrator shall promptly advise the registrant, at theregistrants expense, whether all conditions are satisfied and whether the Administratorthen contemplates the institution of a proceeding under NRS 90.510, but the advice by theAdministrator does not preclude the institution of a proceeding for an ordersuspending the effectiveness of the registration statement. An order issuedunder this subsection is not retroactive.

8. The Administrator by regulation or order may waiveor modify the application of a requirement of this section if a provision or anamendment, repeal or other alteration of the provisions of the Securities Actof 1933 for the registration of securities or of the regulations adopted underthat act renders the waiver or modification appropriate for furthercoordination of state and federal registration.

(Added to NRS by 1987, 2163; A 1989, 160; 1991, 597; 2003, 3165)

NRS 90.490 Registrationby qualification.

1. A security may be registered by qualification.

2. A registration statement under this section mustcontain the following information and be accompanied by the following recordsin addition to the information specified in subsection 4 of NRS 90.500 and the consent to service ofprocess required by NRS 90.770:

(a) With respect to the issuer and any significantsubsidiary:

(1) Its name, address and form of organization;

(2) The state or foreign jurisdiction and dateof its organization;

(3) The general character and location of itsbusiness;

(4) A description of its physical property andequipment; and

(5) A statement of the general competitiveconditions in the industry or business in which it is or will be engaged;

(b) With respect to every director and officer of theissuer or person occupying a similar status or performing similar functions:

(1) Name, address and principal occupation forthe last 5 years;

(2) The amount of securities of the issuer heldby the person as of a specified date within 30 days before the filing of theregistration statement;

(3) The amount of the securities covered by theregistration statement to which the person has indicated an intention tosubscribe; and

(4) A description of any material interest inany material transaction with the issuer or any significant subsidiary effectedwithin the past 3 years or proposed to be effected;

(c) With respect to persons covered by paragraph (b),the compensation paid or given, directly or indirectly, during the last 12months and estimated to be paid during the next 12 months by the issuertogether with all predecessors, parents, subsidiaries and affiliates, to allthose persons in the aggregate;

(d) With respect to any person owning of record, orbeneficially if known, 10 percent or more of the outstanding shares of a classof equity security of the issuer, the information specified in paragraph (b)other than occupation;

(e) With respect to a promoter, if the issuer wasorganized within the last 3 years:

(1) The information specified in paragraph (b);

(2) The amount paid to the person within thatperiod or intended to be paid; and

(3) The consideration for the payment;

(f) With respect to a person on whose behalf a part ofthe offering is to be made in a nonissuer distribution:

(1) Name and address;

(2) The amount of securities of the issuer heldby the person as of the date of the filing of the registration statement;

(3) A description of any material interest inany material transaction with the issuer or any significant subsidiary effectedwithin the past 3 years or proposed to be effected; and

(4) A statement of the reasons for making theoffering;

(g) The capitalization and long-term debt, on both acurrent and a pro forma basis, of the issuer and any significant subsidiary,including a description of each security outstanding or being registered orotherwise offered, and a statement of the amount and kind of consideration,whether in the form of cash, physical assets, services, patents, goodwill oranything else, for which the issuer or a subsidiary has issued its securitieswithin the last 2 years or is obligated to issue its securities;

(h) The kind and amount of securities to be offered,the proposed offering price or the method by which it is to be computed, anyvariation therefrom at which a proportion of the offering is to be made to aperson or class of persons other than the underwriters, with a specification ofthe person or class, the basis upon which the offering is to be made ifotherwise than for cash, the estimated aggregate underwriting and sellingdiscounts or commissions and finders fees, including separately cash,securities, contracts or anything else of value to accrue to the underwritersor finders in connection with the offering or, if the selling discounts orcommissions are variable, the basis of determining them and their maximum andminimum amounts, the estimated amounts of other selling expenses, includinglegal, engineering and accounting charges, the name and address of everyunderwriter and every recipient of a finders fee, a copy of any underwritingor selling-group agreement pursuant to which the distribution is to be made, orthe proposed form of the agreement whose terms have not yet been determined,and a description of the plan of distribution of securities that are to beoffered otherwise than through an underwriter;

(i) The estimated cash proceeds to be received by theissuer from the offering, the purposes for which the proceeds are to be used bythe issuer, the amount to be used for each purpose, the order of priority inwhich the proceeds will be used for the purposes stated, the amounts of fundsto be raised from other sources to achieve the purposes stated, the sources ofthe funds, and, if part of the proceeds is to be used to acquire property,including goodwill, otherwise than in the ordinary course of business, thenames and addresses of the vendors, the purchase price, the names of thepersons who have received commissions in connection with the acquisition andthe amounts of commissions and any other expense in connection with theacquisition, including the cost of borrowing money to finance the acquisition;

(j) A description of the stock options or othersecurity options outstanding or to be created in connection with the offeringand the amount of the options held or to be held by every person required to benamed in paragraph (b), (d), (e), (f) or (h) and by a person who holds or willhold 10 percent or more in the aggregate of the options;

(k) The dates of, parties to and general effect,concisely stated, of every management or other material contract made or to bemade otherwise than in the ordinary course of business if it is to be performedin whole or in part at or after the filing of the registration statement or wasmade within the last 2 years, and a copy of the contract;

(l) A description of any pending litigation orproceedings to which the issuer is a party and that materially affect itsbusiness or assets, including any litigation or proceeding known to becontemplated by a governmental authority;

(m) A copy of any prospectus, pamphlet, circular, formletter, advertisement or other sales literature intended as of the effectivedate to be used in connection with the offering;

(n) A copy, specimen or description of the securitybeing registered, a copy of the issuers articles of incorporation and bylawsor their substantial equivalents, as currently in effect, and a copy of anyindenture or other instrument covering the security to be registered;

(o) A signed or conformed copy of an opinion of counselas to the legality of the security being registered, with an Englishtranslation if it is in a foreign language, which states whether the securitywhen sold will be legally issued, fully paid and nonassessable and, if a debtsecurity, a binding obligation of the issuer;

(p) The written consent of an accountant, engineer,appraiser or other person whose profession gives authority to a statement madeby the person, if the person is named as having prepared or certified a reportor valuation, other than a public and official record or statement, which is usedin connection with the registration statement;

(q) A statement of financial condition of the issuer asof a date within 4 months before the filing of the registration statement, astatement of results of operations and analysis of surplus for each of the 3fiscal years preceding the date of the statement of financial condition and forany period between the close of the last fiscal year and the date of thestatement of financial condition, or for the period of the issuers and anypredecessors existence if less than 3 years, and, if part of the proceeds ofthe offering is to be applied to the purchase of a business, the same financialstatements which would be required if that business were the registrant; and

(r) Any additional information the Administrator byregulation or order specifies.

3. A statement under this section becomes effective 30calendar days, or any shorter period as the Administrator by regulation ororder specifies, after the date the registration statement or the lastamendment other than a price amendment is filed, if:

(a) No order is in effect and no proceeding is pendingunder NRS 90.510;

(b) The Administrator has not, under subsection 4,ordered that effectiveness be delayed; and

(c) The registrant has not requested that effectivenessbe delayed.

4. The Administrator may delay effectiveness for asingle period of not more than 90 days if the Administrator determines the registrationstatement is not complete in all material respects and promptly notifies theregistrant of that determination. The Administrator may delay effectiveness fora single period of not more than 30 days if the Administrator determines thatthe delay is necessary, whether or not the Administrator previously delayedeffectiveness under this subsection.

(Added to NRS by 1987, 2164; A 1989, 160; 2003, 3166)

NRS 90.500 Provisionsapplicable to registration generally.

1. A registration statement may be filed by theissuer, any other person on whose behalf the offering is to be made, or abroker-dealer licensed under this chapter.

2. Except as otherwise provided in subsection 3, aperson filing a registration statement shall pay a filing fee of 0.2 percent ofthe maximum aggregate offering price at which the registered securities are tobe offered in this State, but not less than $700 or more than $5,000. If a registrationstatement is withdrawn before the effective date or a pre-effective order isentered under NRS 90.510, theAdministrator shall retain the fee.

3. An open-end management company, a face-amountcertificate company or a unit investment trust, as defined in the InvestmentCompany Act of 1940, may register an indefinite amount of securities under aregistration statement. The registrant shall pay:

(a) A fee of $1,000 at the time of filing; and

(b) Within 60 days after the registrants fiscal yearduring which its statement is effective, a fee of $4,000, or file a report on aform the Administrator adopts, specifying its sale of securities to persons inthis State during the fiscal year and pay a fee of 0.2 percent of the aggregatesales price of the securities sold to persons in this State, but the latter feemust not be less than $700 or more than $5,000.

4. Except as otherwise permitted by subsection 3, astatement must specify:

(a) The amount of securities to be offered in thisState and the states in which a statement or similar record in connection withthe offering has been or is to be filed; and

(b) Any adverse order, judgment or decree entered by asecurities agency or administrator in any state or by a court or the Securitiesand Exchange Commission in connection with the offering.

5. A record filed under this chapter as now orpreviously in effect, within 5 years before the filing of a registrationstatement, may be incorporated by reference in the registration statement ifthe record is currently accurate.

6. The Administrator by regulation or order may permitthe omission of an item of information or record from a statement.

7. In the case of a nonissuer offering, theAdministrator may not require information under subsection 13 or NRS 90.510 unless it is known to the personfiling the registration statement or to the person on whose behalf the offeringis to be made, or can be furnished by one of them without unreasonable effortor expense.

8. In the case of a registration under NRS 90.480 or 90.490 by an issuer who has no publicmarket for its shares and no significant earnings from continuing operationsduring the last 5 years or any shorter period of its existence, the Administratorby regulation or order may require as a condition of registration that thefollowing securities be deposited in escrow for not more than 3 years:

(a) A security issued to a promoter within the 3 yearsimmediately before the offering or to be issued to a promoter for aconsideration substantially less than the offering price; and

(b) A security issued to a promoter for a considerationother than cash, unless the registrant demonstrates that the value of thenoncash consideration received in exchange for the security is substantiallyequal to the offering price for the security.

TheAdministrator by regulation may determine the conditions of an escrow requiredunder this subsection, but the Administrator may not reject a depository solelybecause of location in another state.

9. The Administrator by regulation may require as acondition of registration under NRS 90.480or 90.490 that the proceeds from thesale of the registered security in this State must be impounded until theissuer receives a specified amount from the sale of the security. TheAdministrator by regulation or order may determine the conditions of animpounding arrangement required under this subsection, but the Administratormay not reject a depository solely because of its location in another state.

10. If a security is registered pursuant to NRS 90.470 or 90.480, the prospectus filed under theSecurities Act of 1933 must be delivered to each purchaser in accordance withthe requirements of that act for the delivery of a prospectus.

11. If a security is registered pursuant to NRS 90.490, an offering record containinginformation the Administrator by regulation or order designates must be deliveredto each purchaser with or before the earliest of:

(a) The first written offer made to the purchaser by orfor the account of the issuer or another person on whose behalf the offering isbeing made or by an underwriter or broker-dealer who is offering part of anunsold allotment or subscription taken by it as a participant in thedistribution;

(b) Confirmation of a sale made by or for the accountof a person named in paragraph (a);

(c) Payment pursuant to a sale; or

(d) Delivery pursuant to a sale.

12. Except for a registration statement under which anindefinite amount of securities are registered as provided in subsection 3, astatement remains effective for 1 year after its effective date unless theAdministrator by regulation extends the period of effectiveness. A registrationstatement under which an indefinite amount of securities are registered remainseffective until 60 days after the beginning of the registrants next fiscalyear following the date the statement was filed. All outstanding securities ofthe same class as a registered security are considered to be registered for thepurpose of a nonissuer transaction while the registration statement is effective,unless the Administrator by regulation or order provides otherwise. A registrationstatement may not be withdrawn after its effective date if any of the securitiesregistered have been sold in this State, unless the Administrator by regulationor order provides otherwise. No registration statement is effective while anorder is in effect under subsection 1 of NRS90.510.

13. During the period that an offering is being madepursuant to an effective registration statement, the Administrator byregulation or order may require the person who filed the registration statementto file reports, not more often than quarterly, to keep reasonably current theinformation contained in the registration statement and to disclose theprogress of the offering.

14. A registration statement filed under NRS 90.470 or 90.480 may be amended after its effectivedate to increase the securities specified to be offered and sold. The amendmentbecomes effective upon filing of the amendment and payment of an additional filingfee of 3 times the fee otherwise payable, calculated in the manner specified insubsection 2, with respect to the additional securities to be offered and sold.The effectiveness of the amendment relates back to the date or dates of sale ofthe additional securities being registered.

15. A registration statement filed under NRS 90.490 may be amended after itseffective date to increase the securities specified to be offered and sold, if thepublic offering price and underwriters discounts and commissions are notchanged from the respective amounts which the Administrator was informed. Theamendment becomes effective when the Administrator so orders and relates backto the date of sale of the additional securities being registered. A personfiling an amendment shall pay an additional filing fee of 3 times the feeotherwise payable, calculated in the manner specified in subsection 2, withrespect to the additional securities to be offered and sold.

(Added to NRS by 1987, 2167; A 1989, 160; 1991, 598; 2003, 3169; 2003, 20th SpecialSession, 116)

NRS 90.510 Denial,suspension or revocation of registration.

1. The Administrator may issue an order denyingeffectiveness to, or suspending or revoking the effectiveness of, aregistration statement if the Administrator finds that the order is in the publicinterest and that:

(a) The registration statement as of its effective dateor as of the proposed effective date in the case of an order denyingeffectiveness, an amendment under subsection 14 or 15 of NRS 90.500, as of its effective date, or areport under subsection 13 of NRS 90.500,is incomplete in any material respect or contains a statement that, in thelight of the circumstances under which it was made, was false or misleadingwith respect to a material fact;

(b) This chapter, or a regulation, order or conditionlawfully imposed under this chapter, has been willfully violated in connectionwith the offering by:

(1) The person filing the registrationstatement;

(2) The issuer, a partner, officer or directorof the issuer, a person occupying similar status or performing similarfunctions, or a person directly or indirectly controlling or controlled by theissuer, but only if the person filing the registration statement is directly orindirectly controlled by or acting for the issuer; or

(3) An underwriter;

(c) The security registered or sought to be registeredis the subject of a permanent or temporary injunction of a court of competentjurisdiction or an administrative order similar to an order under this sectionentered under any other federal or state law applicable to the offering, exceptthat the Administrator may not:

(1) Institute a proceeding against an effectiveregistration statement under this paragraph more than 1 year after the date ofthe order or injunction relied on; or

(2) Enter an order under this paragraph on thebasis of an order or injunction entered under the securities act of anotherstate unless the order or injunction was based on facts that currently wouldconstitute a ground for an order under this section;

(d) The issuers enterprise or method of businessincludes or would include activities that are illegal where performed;

(e) The offering has worked or tended to work a fraudupon purchasers or would so operate;

(f) The offering has been or would be made withunreasonable amounts of underwriters and sellers discounts, commissions orother compensation, or promoters profits or participation, or unreasonableamounts or kinds of options;

(g) A security sought to be registered pursuant to NRS 90.470 is not eligible for suchregistration;

(h) With respect to a security sought to be registeredpursuant to NRS 90.480, there has been afailure to comply with the undertaking required by paragraph (d) of subsection2 of that section; or

(i) The applicant or registrant has failed to pay theproper filing fee, but the Administrator may enter only an order denyingeffectiveness under this paragraph and shall vacate the order if the deficiencyis corrected.

2. The Administrator may not institute a proceeding:

(a) Against an effective registration statement on thebasis of a fact or transaction known to the Administrator when the registrationstatement became effective unless the proceeding is instituted within 30 daysafter the registration statement became effective; or

(b) With respect to a registration filed under NRS 90.470 on the basis of paragraph (e) or(f) of subsection 1.

3. The Administrator may vacate or modify an orderentered under this section if he finds that the conditions which prompted entryhave changed or that it is otherwise in the public interest.

(Added to NRS by 1987, 2170; A 1989, 160)

EXEMPTIONS FROM REGISTRATION

NRS 90.520 Exemptsecurities; filing and fee required for exemption.

1. As used in this section:

(a) Guaranteed means guaranteed as to payment of allor substantially all of principal and interest or dividends.

(b) Insured means insured as to payment of all orsubstantially all of principal and interest or dividends.

2. Except as otherwise provided in subsections 4 and5, the following securities are exempt from NRS90.460 and 90.560:

(a) A security, including a revenue obligation, issued,insured or guaranteed by the United States, an agency or corporate or otherinstrumentality of the United States, an international agency or corporate orother instrumentality of which the United States and one or more foreigngovernments are members, a state, a political subdivision of a state, or anagency or corporate or other instrumentality of one or more states or theirpolitical subdivisions, or a certificate of deposit for any of the foregoing,but this exemption does not include a security payable solely from revenues tobe received from an enterprise unless the:

(1) Payments are insured or guaranteed by theUnited States, an agency or corporate or other instrumentality of the UnitedStates, an international agency or corporate or other instrumentality of whichthe United States and one or more foreign governments are members, a state, apolitical subdivision of a state, or an agency or corporate or otherinstrumentality of one or more states or their political subdivisions, or by aperson whose securities are exempt from registration pursuant to paragraphs (b)to (e), inclusive, or (g), or the revenues from which the payments are to bemade are a direct obligation of such a person;

(2) Security is issued by this State or anagency, instrumentality or political subdivision of this State; or

(3) Payments are insured or guaranteed by aperson who, within the 12 months next preceding the date on which thesecurities are issued, has received a rating within one of the top four ratingcategories of either Moodys Investors Service, Inc., or Standard and PoorsRatings Services.

(b) A security issued, insured or guaranteed by Canada,a Canadian province or territory, a political subdivision of Canada or of aCanadian province or territory, an agency or corporate or other instrumentalityof one or more of the foregoing, or any other foreign government orgovernmental combination or entity with which the United States maintainsdiplomatic relations, if the security is recognized as a valid obligation bythe issuer, insurer or guarantor.

(c) A security issued by and representing an interestin or a direct obligation of a depository institution if the deposit or shareaccounts of the depository institution are insured by the Federal DepositInsurance Corporation, the National Credit Union Share Insurance Fund or asuccessor to an applicable agency authorized by federal law.

(d) A security issued by and representing an interestin or a direct obligation of, or insured or guaranteed by, an insurance companyorganized under the laws of any state and authorized to do business in thisState.

(e) A security issued or guaranteed by a railroad,other common carrier, public utility or holding company that is:

(1) Subject to the jurisdiction of the SurfaceTransportation Board;

(2) A registered holding company under thePublic Utility Holding Company Act of 1935 or a subsidiary of a registeredholding company within the meaning of that act;

(3) Regulated in respect to its rates andcharges by a governmental authority of the United States or a state; or

(4) Regulated in respect to the issuance orguarantee of the security by a governmental authority of the United States, astate, Canada, or a Canadian province or territory.

(f) Equipment trust certificates in respect toequipment leased or conditionally sold to a person, if securities issued by theperson would be exempt pursuant to this section.

(g) A security listed or approved for listing uponnotice of issuance on the New York Stock Exchange, the American Stock Exchange,the Chicago Stock Exchange, the Pacific Stock Exchange or other exchangedesignated by the Administrator, any other security of the same issuer which isof senior or substantially equal rank, a security called for by subscriptionright or warrant so listed or approved, or a warrant or right to purchase orsubscribe to any of the foregoing.

(h) A security designated or approved for designationupon issuance or notice of issuance for inclusion in the national market systemby the National Association of Securities Dealers, Inc., any other security ofthe same issuer which is of senior or substantially equal rank, a securitycalled for by subscription right or warrant so designated, or a warrant or aright to purchase or subscribe to any of the foregoing.

(i) An option issued by a clearing agency registeredunder the Securities Exchange Act of 1934, other than an off-exchange futurescontract or substantially similar arrangement, if the security, currency,commodity or other interest underlying the option is:

(1) Registered under NRS 90.470, 90.480 or 90.490;

(2) Exempt pursuant to this section; or

(3) Not otherwise required to be registeredunder this chapter.

(j) A security issued by a person organized andoperated not for private profit but exclusively for a religious, educational,benevolent, charitable, fraternal, social, athletic or reformatory purpose, oras a chamber of commerce, or trade or professional association if at least 10days before the sale of the security the issuer has filed with theAdministrator a notice setting forth the material terms of the proposed sale andcopies of any sales and advertising literature to be used and the Administratorby order does not disallow the exemption within the next 5 full business days.

(k) A promissory note, draft, bill of exchange orbankers acceptance that evidences an obligation to pay cash within 9 monthsafter the date of issuance, exclusive of days of grace, is issued indenominations of at least $50,000 and receives a rating in one of the threehighest rating categories from a nationally recognized statistical rating organization,or a renewal of such an obligation that is likewise limited, or a guarantee ofsuch an obligation or of a renewal.

(l) A security issued in connection with an employeesstock purchase, savings, option, profit-sharing, pension or similar employeesbenefit plan.

(m) A membership or equity interest in, or a retentioncertificate or like security given in lieu of a cash patronage dividend issuedby, a cooperative organized and operated as a nonprofit membership cooperativeunder the cooperative laws of any state if not traded to the general public.

(n) A security issued by an issuer registered as anopen-end management investment company or unit investment trust under section 8of the Investment Company Act of 1940 if:

(1) The issuer is advised by an investmentadviser that is a depository institution exempt from registration under theInvestment Adviser Act of 1940 or that is currently registered as an investmentadviser, and has been registered, or is affiliated with an adviser that hasbeen registered, as an investment adviser under the Investment Advisers Act of1940 for at least 3 years next preceding an offer or sale of a security claimedto be exempt pursuant to this paragraph, and the issuer has acted, or isaffiliated with an investment adviser that has acted, as investment adviser toone or more registered investment companies or unit investment trusts for atleast 3 years next preceding an offer or sale of a security claimed to beexempt under this paragraph; or

(2) The issuer has a sponsor that has at alltimes throughout the 3 years before an offer or sale of a security claimed tobe exempt pursuant to this paragraph sponsored one or more registeredinvestment companies or unit investment trusts the aggregate total assets ofwhich have exceeded $100,000,000.

3. For the purpose of paragraph (n) of subsection 2,an investment adviser is affiliated with another investment adviser if itcontrols, is controlled by, or is under common control with the otherinvestment adviser.

4. The exemption provided by paragraph (n) ofsubsection 2 is available only if the person claiming the exemption files withthe Administrator a notice of intention to sell which sets forth the name andaddress of the issuer and the securities to be offered in this State and pays afee:

(a) Of $500 for the initial claim of exemption and thesame amount at the beginning of each fiscal year thereafter in which securitiesare to be offered in this State, in the case of an open-end management company;or

(b) Of $300 for the initial claim of exemption in thecase of a unit investment trust.

5. An exemption provided by paragraph (c), (e), (f),(i) or (k) of subsection 2 is available only if, within the 12 monthsimmediately preceding the use of the exemption, a notice of claim of exemptionhas been filed with the Administrator and a nonrefundable fee of $300 has beenpaid.

(Added to NRS by 1987, 2171; A 1989, 152; 1991, 189,600; 1993, 2767; 1997, 500, 1593; 2003, 20thSpecial Session, 118)

NRS 90.530 Exempttransactions. The following transactions areexempt from NRS 90.460 and 90.560:

1. An isolated nonissuer transaction, whether or noteffected through a broker-dealer.

2. A nonissuer transaction in an outstanding securityif the issuer of the security has a class of securities subject to registrationunder section 12 of the Securities Exchange Act of 1934, 15 U.S.C. 78l, andhas been subject to the reporting requirements of section 13 or 15(d) of theSecurities Exchange Act of 1934, 15 U.S.C. 78m and 78o(d), for not less than90 days next preceding the transaction, or has filed and maintained with theAdministrator for not less than 90 days preceding the transaction information,in such form as the Administrator, by regulation, specifies, substantiallycomparable to the information the issuer would be required to file undersection 12(b) or 12(g) of the Securities Exchange Act of 1934, 15 U.S.C. 78l(b) and 78l(g), were the issuer to have a class of its securities registeredunder section 12 of the Securities Exchange Act of 1934, 15 U.S.C. 78l, andpaid a fee of $300 with the filing.

3. A nonissuer transaction by a sales representativelicensed in this State, in an outstanding security if:

(a) The security is sold at a price reasonably relatedto the current market price of the security at the time of the transaction;

(b) The security does not constitute all or part of anunsold allotment to, or subscription or participation by, a broker-dealer as anunderwriter of the security;

(c) At the time of the transaction, a recognizedsecurities manual designated by the Administrator by regulation or ordercontains the names of the issuers officers and directors, a statement of thefinancial condition of the issuer as of a date within the preceding 18 months,and a statement of income or operations for each of the last 2 years nextpreceding the date of the statement of financial condition, or for the periodas of the date of the statement of financial condition if the period ofexistence is less than 2 years;

(d) The issuer of the security has not undergone amajor reorganization, merger or acquisition within the preceding 30 days whichis not reflected in the information contained in the manual; and

(e) At the time of the transaction, the issuer of thesecurity has a class of equity security listed on the New York Stock Exchange,American Stock Exchange or other exchange designated by the Administrator, oron the National Market System of the National Association of Securities DealersAutomated Quotation System. The requirements of this paragraph do not apply if:

(1) The security has been outstanding for atleast 180 days;

(2) The issuer of the security is actuallyengaged in business and is not developing his business, in bankruptcy or inreceivership; and

(3) The issuer of the security has been incontinuous operation for at least 5 years.

4. A nonissuer transaction in a security that has afixed maturity or a fixed interest or dividend provision if there has been nodefault during the current fiscal year or within the 3 preceding years, orduring the existence of the issuer, and any predecessors if less than 3 years,in the payment of principal, interest or dividends on the security.

5. A nonissuer transaction effected by or through aregistered broker-dealer pursuant to an unsolicited order or offer to purchase.

6. A transaction between the issuer or other person onwhose behalf the offering of a security is made and an underwriter, or atransaction among underwriters.

7. A transaction in a bond or other evidence ofindebtedness secured by a real estate mortgage, deed of trust, personalproperty security agreement, or by an agreement for the sale of real estate orpersonal property, if the entire mortgage, deed of trust or agreement, togetherwith all the bonds or other evidences of indebtedness secured thereby, isoffered and sold as a unit.

8. A transaction by an executor, administrator,sheriff, marshal, receiver, trustee in bankruptcy, guardian or conservator.

9. A transaction executed by a bona fide secured partywithout the purpose of evading this chapter.

10. An offer to sell or the sale of a security to afinancial or institutional investor or to a broker-dealer.

11. Except as otherwise provided in this subsection, atransaction pursuant to an offer to sell securities of an issuer if:

(a) The transaction is part of an issue in which thereare not more than 25 purchasers in this State, other than those designated insubsection 10, during any 12 consecutive months;

(b) No general solicitation or general advertising isused in connection with the offer to sell or sale of the securities;

(c) No commission or other similar compensation is paidor given, directly or indirectly, to a person, other than a broker-dealerlicensed or not required to be licensed under this chapter, for soliciting aprospective purchaser in this State; and

(d) One of the following conditions is satisfied:

(1) The seller reasonably believes that all thepurchasers in this State, other than those designated in subsection 10, arepurchasing for investment; or

(2) Immediately before and immediately after thetransaction, the issuer reasonably believes that the securities of the issuerare held by 50 or fewer beneficial owners, other than those designated insubsection 10, and the transaction is part of an aggregate offering that doesnot exceed $500,000 during any 12 consecutive months.

TheAdministrator by rule or order as to a security or transaction or a type of securityor transaction may withdraw or further condition the exemption set forth inthis subsection or waive one or more of the conditions of the exemption.

12. An offer to sell or sale of a preorganizationcertificate or subscription if:

(a) No commission or other similar compensation is paidor given, directly or indirectly, for soliciting a prospective subscriber;

(b) No public advertising or general solicitation isused in connection with the offer to sell or sale;

(c) The number of offers does not exceed 50;

(d) The number of subscribers does not exceed 10; and

(e) No payment is made by a subscriber.

13. An offer to sell or sale of a preorganizationcertificate or subscription issued in connection with the organization of adepository institution if that organization is under the supervision of anofficial or agency of a state or of the United States which has and exercisesthe authority to regulate and supervise the organization of the depositoryinstitution. For the purpose of this subsection, under the supervision of anofficial or agency means that the official or agency by law has authority torequire disclosures to prospective investors similar to those required under NRS 90.490, impound proceeds from the saleof a preorganization certificate or subscription until organization of thedepository institution is completed, and require refund to investors if thedepository institution does not obtain a grant of authority from the appropriateofficial or agency.

14. A transaction pursuant to an offer to sell toexisting security holders of the issuer, including persons who at the time ofthe transaction are holders of transferable warrants exercisable within notmore than 90 days after their issuance, convertible securities ornontransferable warrants, if:

(a) No commission or other similar compensation, otherthan a standby commission, is paid or given, directly or indirectly, forsoliciting a security holder in this State; or

(b) The issuer first files a notice specifying theterms of the offer to sell, together with a nonrefundable fee of $300, and theAdministrator does not by order disallow the exemption within the next 5 fullbusiness days.

15. A transaction involving an offer to sell, but nota sale, of a security not exempt from registration under the Securities Act of1933, 15 U.S.C. 77a et seq., if:

(a) A registration or offering statement or similarrecord as required under the Securities Act of 1933, 15 U.S.C. 77a et seq.,has been filed, but is not effective;

(b) A registration statement, if required, has beenfiled under this chapter, but is not effective; and

(c) No order denying, suspending or revoking theeffectiveness of registration, of which the offeror is aware, has been enteredby the Administrator or the Securities and Exchange Commission, and noexamination or public proceeding that may culminate in that kind of order isknown by the offeror to be pending.

16. A transaction involving an offer to sell, but nota sale, of a security exempt from registration under the Securities Act of1933, 15 U.S.C. 77a et seq., if:

(a) A registration statement has been filed under thischapter, but is not effective; and

(b) No order denying, suspending or revoking theeffectiveness of registration, of which the offeror is aware, has been enteredby the Administrator and no examination or public proceeding that may culminatein that kind of order is known by the offeror to be pending.

17. A transaction involving the distribution of thesecurities of an issuer to the security holders of another person in connectionwith a merger, consolidation, exchange of securities, sale of assets or otherreorganization to which the issuer, or its parent or subsidiary, and the otherperson, or its parent or subsidiary, are parties, if:

(a) The securities to be distributed are registeredunder the Securities Act of 1933, 15 U.S.C. 77a et seq., before theconsummation of the transaction; or

(b) The securities to be distributed are not requiredto be registered under the Securities Act of 1933, 15 U.S.C. 77a et seq.,written notice of the transaction and a copy of the materials, if any, by whichapproval of the transaction will be solicited, together with a nonrefundablefee of $300, are given to the Administrator at least 10 days before the consummationof the transaction and the Administrator does not, by order, disallow theexemption within the next 10 days.

18. A transaction involving the offer to sell or saleof one or more promissory notes each of which is directly secured by a firstlien on a single parcel of real estate, or a transaction involving the offer tosell or sale of participation interests in the notes if the notes andparticipation interests are originated by a depository institution and areoffered and sold subject to the following conditions:

(a) The minimum aggregate sales price paid by eachpurchaser may not be less than $250,000;

(b) Each purchaser must pay cash either at the time ofthe sale or within 60 days after the sale; and

(c) Each purchaser may buy for his own account only.

19. A transaction involving the offer to sell or saleof one or more promissory notes directly secured by a first lien on a singleparcel of real estate or participating interests in the notes, if the notes andinterests are originated by a mortgagee approved by the Secretary of Housingand Urban Development under sections 203 and 211 of the National Housing Act,12 U.S.C. 1709 and 1715b, and are offered or sold, subject to the conditionsspecified in subsection 18, to a depository institution or insurance company,the Federal Home Loan Mortgage Corporation, the Federal National MortgageAssociation or the Government National Mortgage Association.

20. A transaction between any of the persons describedin subsection 19 involving a nonassignable contract to buy or sell thesecurities described in subsection 18 if the contract is to be completed within2 years and if:

(a) The seller of the securities pursuant to thecontract is one of the parties described in subsection 18 or 19 who mayoriginate securities;

(b) The purchaser of securities pursuant to a contractis any other person described in subsection 19; and

(c) The conditions described in subsection 18 arefulfilled.

21. A transaction involving one or more promissorynotes secured by a lien on real estate, or participating interests in thosenotes, by:

(a) A mortgage banker licensed pursuant to chapter 645E of NRS to engage in thosetransactions; or

(b) A mortgage broker licensed pursuant to chapter 645B of NRS to engage in thosetransactions.

(Added to NRS by 1987, 2174; A 1989, 155; 1991, 603; 1999, 3803; 2003, 3171, 3571; 2003, 20thSpecial Session, 121)

NRS 90.540 Additionalexemptions; fee.

1. The Administrator by regulation or order may:

(a) Exempt any other security or transaction or classof securities or transactions from NRS90.460 and 90.560.

(b) Adopt a transactional exemption for limitedofferings that will further the objectives of compatibility with the exemptionsfrom securities registration authorized by the Securities Act of 1933 anduniformity among the states.

(c) Require the filing of a notice for an exemptionadopted pursuant to this section.

2. Except as otherwise provided in NRS 90.565 and 90.567, the Administrator shall require thepayment of a fee of not less than $300 and not more than $500 for an exemptionadopted pursuant to this section.

(Added to NRS by 1987, 2177; A 1989, 160; 1993, 1227;1997, 495; 2003,20th Special Session, 25, 124)

NRS 90.550 Revocationof exemptions.

1. The Administrator by order may deny or revoke anexemption specified in NRS 90.520 or 90.530, with respect to a specific securityor transaction. An order under this subsection is not retroactive.

2. A person does not violate NRS 90.460 or 90.560 by reason of an offer to sell orsale effected after the entry of an order under this section if he did notknow, and in the exercise of reasonable care could not have known, of theorder.

(Added to NRS by 1987, 2177; A 1989, 160)

NRS 90.560 Filingof sales and advertising literature. TheAdministrator by regulation or order may require the filing of any prospectus,pamphlet, circular, form letter, advertisement or other sales literature oradvertising communication addressed or intended for distribution to prospectiveinvestors, including clients or prospective clients of an investment adviserunless the security or transaction is exempt under NRS 90.520 or 90.530 or the investment adviser is exemptunder NRS 90.340.

(Added to NRS by 1987, 2177; A 1989, 160)

NRS 90.565 Filingof notice before initial offering of securities. Anoffering of securities is exempt from the provisions of NRS 90.460 and 90.560 if:

1. The securities are set forth in subparagraph (2) ofparagraph (b) of section 18 of the Securities Act of 1933, 15 U.S.C. 77r(b)(2); and

2. Before the initial offering in this State of thesecurities:

(a) A copy of the issuers federal registrationstatement is filed with the Securities and Exchange Commission; or

(b) A notice on Form NF or Form N-9, as prescribed bythe Administrator, is filed with the Administrator with a fee of $500.

(Added to NRS by 2003, 20th SpecialSession, 24, 25,26)

NRS 90.567 Filingof notice after first sale of securities.

1. If, pursuant to NRS90.540, the Administrator by regulation or order exempts from theprovisions of NRS 90.460 and 90.560 an offer to sell or the sale of asecurity by an issuer to persons who are or the issuer believes are accreditedinvestors, the issuer shall, within 15 days after the first sale in this State,file with the Administrator a fee of $500.

2. As used in this section, accredited investor hasthe meaning ascribed to it in 17 C.F.R. 230.501(a).

(Added to NRS by 2003, 20th SpecialSession, 24, 25,26)

FRAUDULENT AND OTHER PROHIBITED PRACTICES

NRS 90.570 Offer,sale and purchase. In connection with theoffer to sell, sale, offer to purchase or purchase of a security, a personshall not, directly or indirectly:

1. Employ any device, scheme or artifice to defraud;

2. Make an untrue statement of a material fact or omitto state a material fact necessary in order to make the statements made notmisleading in the light of the circumstances under which they are made; or

3. Engage in an act, practice or course of businesswhich operates or would operate as a fraud or deceit upon a person.

(Added to NRS by 1987, 2178; A 1989, 160)

NRS 90.580 Manipulationof market.

1. Without limiting the general applicability of NRS 90.570, a person shall not:

(a) Quote a fictitious price with respect to asecurity;

(b) Effect a transaction in a security which involvesno change in the beneficial ownership of the security for the purpose ofcreating a false or misleading appearance of active trading in a security orwith respect to the market for the security;

(c) Enter an order for the purchase of a security withthe knowledge that an order of substantially the same size and at substantiallythe same time and price for the sale of the security has been or will beentered by or for the same or affiliated person for the purpose of creating afalse or misleading appearance of active trading in a security or with respectto the market for the security;

(d) Enter an order for the sale of a security withknowledge that an order of substantially the same size and at substantially thesame time and price for the purchase of the security has been or will beentered by or for the same or affiliated person for the purpose of creating afalse or misleading appearance of active trading in a security or with respectto the market for the security; or

(e) Employ any other deceptive or fraudulent device,scheme or artifice to manipulate the market in a security.

2. Transactions effected in compliance with, orconduct which does not violate, the applicable provisions of the Securities ExchangeAct of 1934 and the rules and regulations of the Securities and ExchangeCommission thereunder are not violations of subsection 1.

(Added to NRS by 1987, 2178; A 1989, 159)

NRS 90.590 Prohibitedtransactions by investment advisers and representatives of investment advisers. It is unlawful for an investment adviser, representativeof an investment adviser or other person who represents an investment adviserin performing an act that requires licensing as an investment adviser underthis chapter, directly or indirectly, to:

1. Employ a device, scheme or artifice to defraud aclient; or

2. Engage in an act, practice or course of businessthat operates or would operate as a fraud or deceit upon a client.

(Added to NRS by 1987, 2178; A 1989, 160; 1995, 1450)

NRS 90.600 Misleadingfilings. It is unlawful for a person to makeor cause to be made, in a record filed with the Administrator or in aproceeding under this chapter a statement that the person knows or hasreasonable grounds to know is, at the time and in the light of thecircumstances under which it is made, false or misleading in a materialrespect.

(Added to NRS by 1987, 2178; A 1989, 160; 2003, 3175)

NRS 90.605 Offeringfalse evidence; destroying evidence. In anyinvestigation, proceeding or prosecution with respect to any violation of aprovision of this chapter, a regulation adopted pursuant to this chapter, anorder denying, suspending or revoking the effectiveness of registration or anorder to cease and desist issued by the Administrator, a person shall notwillfully:

1. Offer or procure to be offered into evidence, asgenuine, any book, paper, document or record if the person knows that the book,paper, document or record has been forged or fraudulently altered; or

2. Destroy, alter, erase, obliterate or conceal, orcause to be destroyed, altered, erased, obliterated or concealed, any book,paper, document or record, with the intent to:

(a) Conceal any violation of any provision of thischapter, a regulation adopted pursuant to this chapter, an order denying,suspending or revoking the effectiveness of registration or an order to ceaseand desist issued by the Administrator;

(b) Protect or conceal the identity of any person whohas violated any provision of this chapter, a regulation adopted pursuant tothis chapter, an order denying, suspending or revoking the effectiveness ofregistration or an order to cease and desist issued by the Administrator; or

(c) Delay or hinder the investigation or prosecution ofany person for any violation of any provision of this chapter, a regulationadopted pursuant to this chapter, an order denying, suspending or revoking theeffectiveness of registration or an order to cease and desist issued by theAdministrator.

(Added to NRS by 2003, 20thSpecial Session, 272)

NRS 90.610 Unlawfulrepresentation concerning licensing, registration or exemption.

1. Neither the fact that an application for licensingor a statement has been filed under this chapter, nor the fact that a person islicensed or a security is registered under this chapter constitutes a findingby the Administrator that any record filed under this chapter is true, completeand not misleading. Neither of those facts nor the fact that an exemption orexception is available for a security or a transaction means that theAdministrator has passed upon the merits or qualifications of, or recommendedor given approval to, any person, security or transaction.

2. It is unlawful to make, or cause to be made, to apurchaser, customer or client a representation inconsistent with subsection 1.

(Added to NRS by 1987, 2179; A 1989, 160; 2003, 3175)

ENFORCEMENT AND CIVIL LIABILITY

NRS 90.615 Authorityof Attorney General and district attorney.

1. The Attorney General may investigate and prosecuteany violation of a provision of this chapter, a regulation adopted pursuant tothis chapter, an order denying, suspending or revoking the effectiveness ofregistration or an order to cease and desist issued by the Administrator.

2. The district attorney of the appropriate county mayprosecute any such violation:

(a) At the request of the Attorney General; or

(b) If the Attorney General does not prosecute such aviolation.

(Added to NRS by 1991, 593)

NRS 90.620 Investigationsand subpoenas.

1. The Administrator may make an investigation, withinor outside of this State, as he finds necessary to determine whether a personhas violated or is about to violate this chapter or any regulation or order ofthe Administrator under this chapter or to aid in enforcement of this chapter.

2. Except as otherwise provided in subsection 4 of NRS 90.730, the Administrator may publishinformation concerning a violation of this chapter or a regulation or order ofthe Administrator under this chapter or concerning types of securities or actsor practices in the offer, sale or purchase of types of securities which mayoperate as a fraud or deceit.

3. For the purposes of an investigation or proceedingunder this chapter the Administrator or any officer or employee designated bythe Administrator by regulation, order or written direction may conducthearings, administer oaths and affirmations, render findings of fact andconclusions of law, subpoena witnesses, compel their attendance, take evidenceand require the production, by subpoena or otherwise, of books, papers,correspondence, memoranda, agreements or other records which the Administratordetermines to be relevant or material to the investigation or proceeding. Aperson whom the Administrator does not consider to be the subject of aninvestigation is entitled to reimbursement at the rate of 25 cents per page forcopies of records which he is required by subpoena to produce. TheAdministrator may require or permit a person to file a statement, under oath orotherwise as the Administrator determines, as to the facts and circumstancesconcerning the matter to be investigated.

4. If the activities constituting an alleged violationfor which the information is sought would be a violation of this chapter hadthe activities occurred in this State, the Administrator may issue and apply toenforce subpoenas in this State at the request of a securities agency oradministrator of another state.

5. If a person does not testify or produce the recordsrequired by the Administrator or a designated officer or employee pursuant tosubpoena, the Administrator or designated officer or employee may apply to thecourt for an order compelling compliance. A request for an order of compliancemay be addressed to:

(a) The district court in and for the county whereservice may be obtained on the person refusing to testify or produce, if theperson is subject to service of process in this State; or

(b) A court of another state having jurisdiction overthe person refusing to testify or produce, if the person is not subject toservice of process in this State.

6. Not later than the time the Administrator requestsan order for compliance, the Administrator shall either send notice of therequest by registered or certified mail, return receipt requested, to therespondent at the last known address or take other steps reasonably calculatedto give the respondent actual notice.

(Added to NRS by 1987, 2179; A 1989, 160; 1991, 607;1993, 1228; 1995, 1450; 2001, 1158; 2003, 3175)

NRS 90.630 Enforcement.

1. If the Administrator reasonably believes, whetheror not based upon an investigation conducted under NRS 90.620, that:

(a) The sale of a security is subject to registrationunder this chapter and the security is being offered or has been offered orsold by the issuer or another person in violation of NRS 90.460; or

(b) A person is acting as a broker-dealer or investmentadviser in violation of NRS 90.310 or 90.330,

theAdministrator, in addition to any specific power granted under this chapter andsubject to compliance with the requirements of NRS 90.820, may issue, without a priorhearing, a summary order against the person engaged in the prohibited activities,directing him to desist and refrain from further activity until the security isregistered or he is licensed under this chapter. The summary order to cease anddesist must state the section of this chapter or regulation or order of theAdministrator under this chapter which the Administrator reasonably believeshas been or is being violated.

2. If the Administrator reasonably believes, whetheror not based upon an investigation conducted under NRS 90.620, that a person has violated thischapter or a regulation or order of the Administrator under this chapter, theAdministrator, in addition to any specific power granted under this chapter,after giving notice by registered or certified mail and conducting a hearing inan administrative proceeding, unless the right to notice and hearing is waivedby the person against whom the sanction is imposed, may:

(a) Issue an order against him to cease and desist;

(b) Censure him if he is a licensed broker-dealer,sales representative, investment adviser or representative of an investmentadviser;

(c) Bar or suspend him from association with a licensedbroker-dealer or investment adviser in this State;

(d) Issue an order against an applicant, licensedperson or other person who willfully violates this chapter, imposing a civilpenalty of not more than $2,500 for a single violation or $100,000 for multipleviolations in a single proceeding or a series of related proceedings; or

(e) Initiate one or more of the actions specified in NRS 90.640.

3. If the person to whom the notice is addressedpursuant to subsection 2 does not request a hearing within 45 days afterreceipt of the notice, he waives his right to a hearing and the Administratorshall issue a permanent order. If a hearing is requested, the Administratorshall set the matter for hearing not less than 15 days nor more than 60 daysafter he receives the request for a hearing. The Administrator shall promptly notifythe parties by registered or certified mail of the time and place set for thehearing.

4. Imposition of the sanctions under this section islimited as follows:

(a) If the Administrator revokes the license of abroker-dealer, sales representative, investment adviser or representative of aninvestment adviser or bars a person from association with a licensedbroker-dealer or investment adviser under this section or NRS 90.420, the imposition of that sanctionprecludes imposition of a civil penalty under subsection 2; and

(b) The imposition by the Administrator of one or moresanctions under subsection 2 with respect to a specific violation precludes himfrom later imposing any other sanctions under paragraphs (a) to (d), inclusive,of subsection 2 with respect to the violation.

5. For the purposes of determining any sanction to beimposed pursuant to paragraphs (a) to (d), inclusive, of subsection 2, theAdministrator shall consider, among other factors, the frequency andpersistence of the conduct constituting a violation of this chapter, or aregulation or order of the Administrator under this chapter, the number ofpersons adversely affected by the conduct and the resources of the personcommitting the violation.

6. If a sanction is imposed pursuant to this section,the costs of the proceeding, including investigative costs and attorneys fees,may be recovered by the Administrator.

(Added to NRS by 1987, 2180; A 1989, 160; 1993, 894;1995, 1451)

NRS 90.640 Powerof court to grant relief.

1. Upon a showing by the Administrator that a personhas violated or is about to violate this chapter, or a regulation or order ofthe Administrator under this chapter, the appropriate district court may grantor impose one or more of the following appropriate legal or equitable remedies:

(a) Upon a showing that a person has violated thischapter, or a regulation or order of the Administrator under this chapter, thecourt may singly or in combination:

(1) Issue a temporary restraining order,permanent or temporary prohibitory or mandatory injunction or a writ ofprohibition or mandamus;

(2) Impose a civil penalty of not more than$2,500 for a single violation or $100,000 for multiple violations in a singleproceeding or a series of related proceedings;

(3) Issue a declaratory judgment;

(4) Order restitution to investors;

(5) Provide for the appointment of a receiver orconservator for the defendant or the defendants assets;

(6) Order payment of the Divisionsinvestigative costs; or

(7) Order such other relief as the court deemsjust.

(b) Upon a showing that a person is about to violatethis chapter, or a regulation or order of the Administrator under this chapter,a court may issue:

(1) A temporary restraining order;

(2) A temporary or permanent injunction; or

(3) A writ of prohibition or mandamus.

2. In determining the appropriate relief to grant, thecourt shall consider enforcement actions taken and sanctions imposed by theAdministrator under NRS 90.630 inconnection with the transactions constituting violations of this chapter or aregulation or order of the Administrator under this chapter. If a remedialaction is imposed pursuant to this section, the costs of the proceeding,including investigative costs and attorneys fees, may be recovered by theAdministrator.

3. The court shall not require the Administrator topost a bond in an action under this section.

4. Upon a showing by the administrator or securitiesagency of another state that a person has violated the securities act of thatstate or a regulation or order of the administrator or securities agency ofthat state, the appropriate district court may grant, in addition to any otherlegal or equitable remedies, one or more of the following remedies:

(a) Appointment of a receiver, conservator or ancillaryreceiver or conservator for the defendant or the defendants assets located inthis State; or

(b) Other relief as the court deems just.

(Added to NRS by 1987, 2181; A 1989, 160; 1991, 608;1993, 895, 1228)

NRS 90.650 Criminalpenalties.

1. A person who willfully violates:

(a) A provision of this chapter, except NRS 90.600, or who violates NRS 90.600 knowing that the statement madeis false or misleading in any material respect;

(b) A regulation adopted pursuant to this chapter; or

(c) An order denying, suspending or revoking theeffectiveness of registration or an order to cease and desist issued by theAdministrator pursuant to this chapter,

is guilty ofa category B felony and shall be punished by imprisonment in the state prisonfor a minimum term of not less than 1 year and a maximum term of not more than20 years, or by a fine of not more than $500,000, or by both fine and imprisonment,for each violation. In addition to any other penalty, the court shall order theperson to pay restitution.

2. A person convicted of violating a regulation ororder under this chapter may be fined, but must not be imprisoned, if theperson proves lack of knowledge of the regulation or order.

3. This chapter does not limit the power of the Stateto punish a person for conduct which constitutes a crime under other law.

(Added to NRS by 1987, 2181; A 1989, 159; 1993, 938;1995, 1242; 1997, 495; 2003, 20thSpecial Session, 273)

NRS 90.660 Civilliability.

1. A person who offers or sells a security inviolation of any of the following provisions:

(a) Subsection 1 of NRS90.310;

(b) NRS 90.460;

(c) Subsection 10 of NRS90.500;

(d) Subsection 2 of NRS90.570;

(e) Subsection 2 of NRS90.610; or

(f) A condition imposed in subsection 8 or 9 of NRS 90.500,

is liable tothe person purchasing the security. Upon tender of the security, the purchasermay recover the consideration paid for the security and interest at the legalrate of this State from the date of payment, costs and reasonable attorneysfees, less the amount of income received on the security. A purchaser who nolonger owns the security may recover damages. Damages are the amount that wouldbe recoverable upon a tender less the value of the security when the purchaserdisposed of it, plus interest at the legal rate of this State from the date ofdisposition of the security, costs and reasonable attorneys fees determined bythe court. Tender requires only notice of willingness to exchange the securityfor the amount specified.

2. A person who offers or sells a security inviolation of subsection 2 of NRS 90.570is not liable under subsection 1 of this section if:

(a) The purchaser knew that a statement of a materialfact was untrue or that there was an omission of a statement of a materialfact; or

(b) The seller did not know and in the exercise ofreasonable care could not have known of the untrue statement or misleadingomission.

3. A person who willfully participates in any act ortransaction in violation of NRS 90.580is liable to a person who purchases or sells a security, other than a securitytraded on a national securities exchange or quoted on a national automated quotationsystem administered by a self-regulatory organization, at a price that wasaffected by the act or transaction for the damages sustained as a result of theact or transaction. Damages are the difference between the price at which thesecurities were purchased or sold and the market value the securities wouldhave had at the time of the persons purchases or sale in the absence of theact or transaction, plus interest at the legal rate of this State from the dateof the act or transaction and reasonable attorneys fees.

4. A person who directly or indirectly controlsanother person who is liable under subsection 1 or 3, a partner, officer ordirector of the person liable, a person occupying a similar status orperforming similar functions, any agent of the person liable, an employee ofthe person liable if the employee materially aids in the act, omission ortransaction constituting the violation, and a broker-dealer or sales representativewho materially aids in the act, omission or transaction constituting the violation,are also liable jointly and severally with and to the same extent as the otherperson, but it is a defense that the person did not know, and in the exerciseof reasonable care could not have known, of the existence of the facts by whichthe liability is alleged to exist. With respect to a person who directly orindirectly, controls another person who is liable under subsection 3, it isalso a defense that the controlling person acted in good faith and did not, directlyor indirectly, induce the act, omission or transaction constituting theviolation. Contribution among the several persons liable is the same as incases arising out of breach of contract.

(Added to NRS by 1987, 2182; A 1989, 160)

NRS 90.670 Statuteof limitations. A person may not sue under NRS 90.660 unless suit is brought withinthe earliest of 2 years after the discovery of the violation, 2 years afterdiscovery should have been made by the exercise of reasonable care, or 5 yearsafter the act, omission or transaction constituting the violation.

(Added to NRS by 1987, 2183; A 1989, 160; 1993, 1229;2003, 20thSpecial Session, 273)

NRS 90.680 Offerof rescission and settlement.

1. Relief may not be obtained under subsection 1 of NRS 90.660 if, before suit is commenced,the purchaser:

(a) Receives a written offer:

(1) Stating the respect in which liability underNRS 90.660 may have arisen and fairlyadvising the purchaser of his rights of rescission;

(2) If the basis for relief under subsection 1of NRS 90.660 is a violation ofsubsection 2 of NRS 90.570, includingfinancial and other information necessary to correct all material misstatementsor omissions in the information which was required by this chapter to befurnished to the purchaser as of the time of the sale of the security to thepurchaser;

(3) Offering to repurchase the security forcash, payable on delivery of the security, equal to the consideration paid,plus interest at the legal rate of this State from the date of payment, lessincome received thereon, or, if the purchaser no longer owns the security,offering to pay the purchaser upon acceptance of the offer an amount in cashequal to the damages computed under subsection 1 of NRS 90.660 plus attorneys fees; and

(4) Stating that the offer may be accepted bythe purchaser at any time within a specified period of not less than 30 daysafter the date of its receipt by the purchaser or such shorter or longer timeas the Administrator by order prescribes; and

(b) Fails to accept the offer in writing within theperiod specified under subparagraph (4) of paragraph (a).

2. The Administrator by regulation may prescribe theform in which the information specified in subsection 1 must be contained in anoffer made under subsection 1.

3. An offer under subsection 1 must be delivered tothe offeree or sent in a manner which assures actual receipt by the offeree.

4. If, after acceptance, a rescission offer is notperformed in accordance with either its terms or this section, the offeree mayobtain relief under NRS 90.660 withoutregard to this section.

(Added to NRS by 1987, 2183; A 1989, 160)

NRS 90.690 Burdenof proof.

1. In a civil action or administrative proceedingunder this chapter, a person claiming an exemption or an exception from adefinition has the burden of proving the exemption or exception.

2. In a criminal proceeding, the burden of goingforward with evidence of a claim of exemption or exception from a definition ison the person claiming it.

(Added to NRS by 1987, 2184; A 1989, 160; 1991, 609)

NRS 90.700 Liability:General provisions.

1. Except as provided in NRS 90.680, a tender required under thischapter may be made before entry of judgment.

2. The rights and remedies provided by this chapterare in addition to any other rights or remedies that may exist at law or inequity but this chapter does not create any claim for relief not specified in NRS 90.620 to 90.690, inclusive.

3. A claim for relief under this chapter survives thedeath of a person who might have obtained relief as a plaintiff or defendant.

(Added to NRS by 1987, 2184; A 1989, 160)

ADMINISTRATION

NRS 90.710 Administrationof chapter.

1. This chapter must be administered by the Secretaryof State and the Administrator. The Secretary of State may employ personnelnecessary to administer the provisions of this chapter.

2. All money received by the Division pursuant to thischapter must be deposited in the State General Fund.

(Added to NRS by 1987, 2184; A 1989, 160; 1991, 1752)

NRS 90.715 Strictinterpretation of provisions; waiver of enforcement; no-action letter; fee.

1. Except as otherwise provided in this section, theDivision shall interpret strictly the provisions of this chapter and theregulations adopted pursuant thereto and shall not waive the enforcement of anysuch provision.

2. Subject to the provisions of this section and atthe sole discretion of the Administrator, the Division may:

(a) Grant a waiver of the enforcement of any provisionof this chapter or the regulations adopted pursuant thereto if theAdministrator determines that the waiver is appropriate under the circumstancesand is clearly within the authority of the Division to grant.

(b) Issue a no-action letter relating to a proposedtransaction. Such a letter must not be issued in any case in which the issuepresented may be resolved through a careful reading of the relevant provisionsof this chapter or the regulations adopted pursuant thereto or through aninterpretation of those provisions by competent counsel.

3. A request for a waiver or no-action letter must besubmitted in writing to the office of the Administrator, accompanied by a feeof $200.

4. Except under extraordinary circumstances, theDivision shall not respond to any request:

(a) Involving the antifraud provisions of this chapteror the regulations adopted pursuant thereto; or

(b) Relating to a transaction that has beenconsummated.

5. Unless otherwise specified in writing by theDivision, a waiver or no-action letter is limited to the specific security,case, matter or transaction at hand and has no precedential value in any othercontext.

6. As used in this section, no-action letter means awritten communication issued by the Division by which a person is advised thata transaction carried out under a set of assumed facts will not result in arecommendation by the staff of the Division that an enforcement action betaken.

(Added to NRS by 2003, 20th SpecialSession, 23, 25,26)

NRS 90.720 Prohibitionson use of information. The Administrator andemployees of the Division shall not use information filed with or obtained bythe Division for their personal gain or benefit or the gain or benefit ofanother person. The Administrator and employees of the Division shall notconduct securities dealings based upon public information filed with theDivision before there has been a sufficient period for the securities marketsto assimilate the information.

(Added to NRS by 1987, 2184; A 1989, 160)

NRS 90.730 Publicinformation and confidentiality.

1. Except as otherwise provided in subsection 2,information and records filed with or obtained by the Administrator are publicinformation and are available for public examination.

2. Except as otherwise provided in subsections 3 and4, the following information and records do not constitute public informationunder subsection 1 and are confidential:

(a) Information or records obtained by theAdministrator in connection with an investigation concerning possibleviolations of this chapter; and

(b) Information or records filed with the Administratorin connection with a registration statement filed under this chapter or areport under NRS 90.390 which constitutetrade secrets or commercial or financial information of a person for which thatperson is entitled to and has asserted a claim of privilege or confidentialityauthorized by law.

3. The Administrator may submit any information orevidence obtained in connection with an investigation to the:

(a) Attorney General or appropriate district attorneyfor the purpose of prosecuting a criminal action under this chapter; and

(b) Department of Taxation for its use in carrying outthe provisions of chapter 363A of NRS.

4. The Administrator may disclose any informationobtained in connection with an investigation pursuant to NRS 90.620 to the agencies and administratorsspecified in subsection 1 of NRS 90.740but only if disclosure is provided for the purpose of a civil, administrativeor criminal investigation or proceeding, and the receiving agency oradministrator represents in writing that under applicable law protections existto preserve the integrity, confidentiality and security of the information.

5. This chapter does not create any privilege ordiminish any privilege existing at common law, by statute, regulation orotherwise.

(Added to NRS by 1987, 2184; A 1989, 160; 1991, 609; 2003, 3176; 2005, 1783)

NRS 90.740 Cooperationwith other agencies.

1. To encourage uniform interpretation andadministration of this chapter and effective securities regulation andenforcement, the Administrator and the employees of the Division may cooperatewith the securities agencies or administrator of one or more states, Canadianprovinces or territories, or another country, the Securities and ExchangeCommission, the Commodity Futures Trading Commission, the Securities InvestorProtection Corporation, any self-regulatory organization, any national orinternational organization of securities officers or agencies and anygovernmental law enforcement or regulatory agency.

2. The cooperation authorized by subsection 1includes:

(a) Establishing a central depository for licensing orregistration under this chapter and for records required or allowed to bemaintained under this chapter;

(b) Making a joint examination or investigation forlicensing or registration;

(c) Holding a joint administrative hearing;

(d) Filing and prosecuting a joint civil oradministrative proceeding;

(e) Sharing and exchanging personnel;

(f) Sharing and exchanging information and recordssubject to the restrictions of NRS 90.730;and

(g) Formulating, in accordance with chapter 233B of NRS, regulations or proposedregulations on matters, statements of policy, guidelines and interpretativeopinions and releases.

(Added to NRS by 1987, 2185; A 1989, 160; 2003, 3177)

NRS 90.750 Regulations,forms and orders.

1. The Administrator may adopt regulations furtherdefining such words and terms as are necessary for an understanding of theprovisions of this chapter and any regulations adopted pursuant thereto.

2. To keep regulations adopted by the Administrator inharmony with the regulations adopted by the Securities and Exchange Commissionunder the federal securities laws and to encourage uniformity with theregulations of securities agencies and administrators in other states, theAdministrator, so far as is consistent with this chapter, shall take into considerationthe regulations adopted by the Securities and Exchange Commission and theregulations of securities agencies and administrators in other states thatenact a law comparable to this chapter.

3. Unless other criteria are specifically provided inthis chapter or special provision is made for an emergency, a regulation ororder may not be adopted or entered unless the Administrator determines fromevidence adduced at a public hearing and entered in the record, showingspecifically how the applicable criteria are satisfied, that the action is:

(a) In the public interest and appropriate for theprotection of investors; and

(b) Consistent with the purposes fairly intended by theprovisions of this chapter.

4. The Administrator may use his own experience,technical competence, specialized knowledge, and judgment in the adoption of aregulation.

5. The Administrator by regulation or order mayprescribe:

(a) The form and content of financial statementsrequired under this chapter;

(b) The circumstances under which consolidatedfinancial statements must be filed; and

(c) Whether a required financial statement must becertified and by whom.

Unless theAdministrator by regulation or order provides otherwise, a financial statementrequired under this chapter must be prepared in accordance with generallyaccepted accounting principles or other accounting principles as are prescribedfor the issuer of the financial statement by the Securities and ExchangeCommission.

(Added to NRS by 1987, 2185; A 1989, 160; 1991, 610)

NRS 90.760 Goodfaith reliance. No provision of this chapterimposing liability applies to an act done or omitted in good faith inconformity with:

1. A regulation or order adopted by the Administrator,notwithstanding that the regulation or order is later amended, repealed ordetermined by judicial or other authority to be invalid; or

2. A declaratory order or ruling issued by theAdministrator.

(Added to NRS by 1987, 2186; A 1989, 160)

NRS 90.770 Consentto service of process.

1. An applicant for licensing or registration underthis chapter or an issuer who proposes to offer a security in this Statethrough an agent shall file with the Administrator, in the form theAdministrator by regulation prescribes, an irrevocable consent appointing theAdministrator his agent for service of process in a noncriminal proceedingagainst him, a successor or personal representative which arises under thischapter or a regulation or order of the Administrator under this chapter afterthe consent is filed, with the same force and validity as if served personallyon the person filing the consent.

2. A person who has filed a consent complying withsubsection 1 in connection with a previous application for registration neednot file an additional consent.

3. If a person, including a nonresident of this State,engages in conduct prohibited or made actionable by this chapter or aregulation or order of the Administrator under this chapter and the person hasnot filed a consent to service or process under subsection 1, the engaging inthe conduct constitutes the appointment of the Administrator as the personsagent for service of process in a noncriminal proceeding against him, asuccessor or personal representative which grows out of the conduct.

4. A consent to service filed on behalf of an issuerorganized or domiciled under the laws of a foreign country whose securities arebeing offered in this State otherwise than by or through underwriters must beaccompanied by an opinion of counsel stating that a judgment of United Statescourts will be recognized by the courts of the country in which the issuer wasorganized or is domiciled.

5. Service under subsection 1 or 3 may be made byleaving a copy of the process in the office of the Administrator, but it is noteffective unless:

(a) The plaintiff, who may be the Administrator, sendsnotice of the service and a copy of the process by registered or certifiedmail, return receipt requested, to the defendant or respondent at the addressset forth in the consent to service of process or, if no consent to service ofprocess has been filed, at the last known address, or takes other steps whichare reasonably calculated to give actual notice; and

(b) The plaintiff files an affidavit of compliance withthis subsection in the proceeding on or before the return day of the process,if any, or within such further time as the court, or the Administrator in aproceeding before him, allows.

6. Service as provided in subsection 5 may be used ina proceeding before the Administrator or by the Administrator in a proceedingin which he is the moving party.

7. If the process is served under subsection 5 thecourt, or the Administrator in a proceeding before him, may order continuancesas may be necessary to afford the defendant or respondent reasonableopportunity to defend.

(Added to NRS by 1987, 2186; A 1989, 160)

NRS 90.780 Administrativefiles and records.

1. The Administrator shall keep a register of:

(a) All applications for licensing and registration underthis chapter;

(b) All licenses and registration statements thatbecome effective under this chapter;

(c) All disciplinary and enforcement orders issued andreports of investigation made under this chapter;

(d) All declaratory orders and rulings issued underthis chapter; and

(e) All other orders issued under this chapter.

2. All records required to be maintained by subsection1 may be maintained in any form of data storage.

3. Upon request, the Administrator shall certify underthe State Seal a copy as being a true and correct copy of the recordsmaintained by the office. The Administrator by regulation may establishreasonable charges for the furnishing or certifying of copies. In all courtsand all proceedings under this chapter a copy so certified is prima facieevidence of the contents of the records certified.

(Added to NRS by 1987, 2187; A 1989, 160)

NRS 90.790 Administrativeproceedings. The Administrator may commence anadministrative proceeding at any time with respect to a matter within hisjurisdiction. He shall commence an administrative proceeding upon theapplication of a person, unless:

1. The Administrator lacks jurisdiction over thesubject matter;

2. Resolution of the matter requires the Administratorto exercise discretion to determine whether or not to issue an order;

3. A statute vests the Administrator with discretionto conduct or not to conduct an administrative proceeding before issuing anorder to resolve the matter and, in the exercise of discretion, he determinesnot to conduct an administrative proceeding;

4. Resolution of the matter does not require theAdministrator to issue an order that determines the persons legal rights,duties, privileges, immunities or other legal interests;

5. The matter is not timely submitted to theAdministrator; or

6. The matter is not submitted in a form substantiallycomplying with the regulations of the Administrator.

(Added to NRS by 1987, 2187; A 1989, 160)

NRS 90.800 Summaryorder of Administrator; notice and opportunity for hearing; final order.

1. As an alternative to provisions of chapter 233B of NRS for contested cases, theAdministrator may commence a proceeding under NRS90.420, 90.510 or 90.550 by entering a summary order. Thisorder may be entered without notice, without opportunity for hearing, and neednot be supported by findings of fact or conclusions of law, but must be inwriting.

2. Upon entry of summary order the Administrator shallpromptly notify in writing all parties against whom action is taken orcontemplated that the summary order has been entered and the reasons therefor.The Administrator shall send all parties against whom action is taken a noticeof opportunity for hearing on the matters set forth in the order. The noticemust state that the parties have 15 days after receipt of the notice to mail awritten request for a hearing to the Administrator.

3. The Administrator shall set the matter for hearingno more than 60 nor less than 15 days from the receipt of the request forhearing, and shall promptly notify the parties of the time and place forhearing. The time of the hearing may be continued upon the written request ofthe licensee for good cause shown.

4. The Administrator may by order make a summary orderfinal:

(a) Fifteen days after a party against whom action istaken or contemplated receives notice of the right to request a hearing if thatparty fails to request a hearing; or

(b) If a party fails to appear at the hearing on thedate set for a hearing.

5. If a hearing is requested, the Administrator may:

(a) Extend the summary order until final determinationof the matter; or

(b) After further notice of the opportunity for priorhearing to all parties against whom action is taken or contemplated, modify orvacate the summary order.

6. Notice is complete upon delivery personally to theparty or by mailing by certified mail to the last known address of the party.If the party is a sales representative, the Administrator shall also notify thebroker-dealer with whom he is associated of the action by certified mail.

(Added to NRS by 1987, 2188; A 1989, 160; 1991, 610)

NRS 90.820 Emergencyadministrative proceedings.

1. The Administrator may use emergency administrativeproceedings in a situation involving an immediate danger to the public welfarerequiring immediate action.

2. The Administrator may take only such action as isnecessary to prevent or avoid the immediate danger to the public welfare thatjustifies use of emergency administrative proceedings.

3. The Administrator shall issue an order, including abrief statement of findings of fact, conclusions of law, and if it is anexercise of the agencys discretion, reasons of policy for the decision tojustify the determination of an immediate danger and his decision to take thespecific action.

4. The Administrator shall give such notice as ispracticable to persons who are required to comply with the order. The order iseffective when issued.

5. After issuing an order under this section, theAdministrator shall proceed as quickly as feasible to complete proceedings thatwould be required under chapter 233B of NRSif the matter did not involve an immediate danger.

6. The record of the Administrator consists of therecords regarding the matter that were considered or prepared by him. He shallmaintain these records as the official record.

7. Unless otherwise required by law, theAdministrators record need not constitute the exclusive basis for his actionin emergency administrative proceedings or for judicial review of the action.

8. An order issued under this section is subject tojudicial review in the manner provided in chapter233B of NRS for the final decision in a contested case.

(Added to NRS by 1987, 2189; A 1989, 160; 2003, 3177)

MISCELLANEOUS PROVISIONS

NRS 90.830 Scopeof chapter.

1. NRS 90.310, 90.330, 90.460,90.570, 90.580, 90.610and 90.660 apply to a person who sellsor offers to sell a security or investment advisory service if:

(a) An offer to sell is made in this State; or

(b) An offer to purchase is made and accepted in thisState.

2. NRS 90.310, 90.330, 90.570,90.580 and 90.610 apply to a person who purchases oroffers to purchase a security if:

(a) An offer to purchase is made in this State; or

(b) An offer to sell is made and accepted in thisState.

3. For the purpose of this section, an offer to sellor to purchase is made in this State, whether or not either party is present inthis State, if the offer:

(a) Originates in this State; or

(b) Is directed by the offeror to a destination in thisState and received where it is directed, or at a post office in this State ifthe offer is mailed.

4. For the purpose of this section, an offer topurchase or to sell is accepted in this State if acceptance:

(a) Is communicated to the offeror in this State; and

(b) Has not previously been communicated to theofferor, orally or in writing, outside this State.

Acceptanceis communicated to the offeror in this State, whether or not either party ispresent in this State, if the offeree directs it to the offeror in this Statereasonably believing the offeror to be in this State and it is received whereit is directed, or at any post office in this State if the acceptance ismailed.

5. For the purpose of subsections 1 to 4, inclusive,an offer to sell or to purchase made in a newspaper or other publication ofgeneral, regular and paid circulation is not made in this State if thepublication:

(a) Is not published in this State; or

(b) Is published in this State but has had more thantwo-thirds of its circulation outside this State during the past 12 months.

6. For the purpose of subsection 5, if a publicationis published in editions, each edition is a separate publication except formaterial common to all editions.

7. For the purpose of subsections 1 to 4, inclusive,an offer to sell or to purchase made in a radio or television program or otherelectronic communication received in this State which originates outside thisState is not made in this State.

8. For the purpose of subsection 7, a radio or televisionprogram or other electronic communication is considered as having originated inthis State if either the broadcast studio or originating source of transmissionis located within the State, unless:

(a) The program or communication is syndicated and distributedfrom outside this State for redistribution to the general public in this State;

(b) The program is supplied by a radio, television orother electronic network with the electronic signal originating from outsidethis State for redistribution to the general public in this State;

(c) The program or communication is an electronicsignal that originates outside this State and is captured for redistribution tothe general public in this State by a community antenna or cable, radio, cabletelevision, or other electronic system; or

(d) The program or communication consists of anelectronic signal which originates within this State, but which is not intendedfor redistribution to the general public in this State.

(Added to NRS by 1987, 2189; A 1989, 160; 1995, 1452;2001, 1158)

NRS 90.840 Contractprovisions.

1. No person subject to this chapter who makes orengages in the performance of a contract in violation of this chapter or aregulation or order of the Administrator under this chapter, or who acquires aright under a contract with knowledge of the facts by which its making orperformance is in violation, may obtain relief on the contract.

2. A provision in a contract entered into or effectivein this State, binding a person acquiring a security to waive compliance withthis chapter or a regulation or order of the Administrator under this chapteris nonenforceable.

3. A provision in a contract containing an agreementto arbitrate or a provision for choice of law in a contract between persons allof whom are engaged in the securities business is not a provision waivingcompliance with this chapter and is enforceable in accordance with its terms.

(Added to NRS by 1987, 2191; A 1989, 160)

NRS 90.845 Paymentof fees by electronic transfer. Any feeauthorized or required to be collected by the provisions of this chapter may bepaid using a system for the electronic transfer of payment that has beenapproved by the Administrator by regulation or order.

(Added to NRS by 1997, 494)

NRS 90.847 Electronicdelivery of records and applications. The Administratormay, by regulation or order, approve systems for the electronic delivery ofrecords and applications to the Administrator or his designee or to theprincipal office of the Administrator.

(Added to NRS by 1997, 494; A 2003, 3178)

NRS 90.851 RevolvingAccount for Investigation, Enforcement and Education.

1. The Revolving Account for Investigation,Enforcement and Education is hereby created as a special account in the StateGeneral Fund. All money received by the Administrator as the result of anaction for the enforcement of the provisions of this chapter must be depositedin the State General Fund for credit to the Account.

2. The Division shall use the money in the Account topay the expenses involved in:

(a) Investigations of the Division involvingsecurities;

(b) Actions to enforce the provisions of this chapter;and

(c) Providing educational programs for the public whichare related to the operations of the Division.

3. The Account is restricted to the uses specified,and the balance in the Account must be carried forward at the end of eachfiscal year.

4. Expenses may be advanced from the Account by theAdministrator.

(Added to NRS by 1993, 1225)

NRS 90.860 Shorttitle; uniformity of application and construction. Thischapter may be cited as the Uniform Securities Act and must be applied and construedto effectuate its general purpose to make uniform the law with respect to thesubject of this chapter among states enacting it and to coordinate theinterpretation and administration of this chapter with the related federal lawsand regulations.

(Added to NRS by 1987, 2191; A 1989, 160)

 

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