Exclusion from Definition of “Investment Adviser”
(1)Any person who conducts no public advertising or general solicitation in this state and whose only clients in this state are “accredited investors” as that term is defined in OAR 441-035-0010 (Accredited Investor).
(2)Any person who is a bona fide officer, director or employee of an issuer whose securities are registered under OAR 441-065-0035 (Registration by Multijurisdictional Coordination), while providing advice, analyses, reports or other advisory services regarding the securities without special compensation.
(3)Any person who serves as a dealer manager for an exchange offer of securities which has been registered under OAR 441-065-0035 (Registration by Multijurisdictional Coordination) and who does not perform any active solicitation in this state.
(4)Any person whose advice, analyses or reports relate only to securities exempted by subsection (14) of ORS 59.025 (Securities exempt from registration) and OAR 441-025-0040 (Charitable Securities).
(5)Any person who is a licensed Principal Real Estate Broker or Real Estate Broker acting on behalf of the Principal Real Estate broker if:
(a)The person is actively licensed with the Oregon Real Estate Commissioner;
(b)The person, with respect to securities activities, only renders advice, analyses, reports or other advisory services relating to securities that are registered under ORS 59.065 (Registration procedures), and:
(A)Involve interests in a general or limited partnership, joint venture, cooperative, or unincorporated association, but not a corporation, formed for the purpose of investment in specified real property, including condominium securities; or
(B)Involve the resale of those securities described in paragraph (A) of this subsection.
(c)The person complies with the rules of fair practice under OAR 441-175-0050 (Rules of Fair Practice for Real Estate Licensees); and
(d)The person does not engage exclusively in the management of rental real estate as defined in ORS 696.010 (Definitions).
(6)Any person who acts as a purchaser representative under OAR 441-065-0060 (Creation of Classifications) through 441-065-0230 if the activity is merely an incidental part of the person’s usual activities or occupation.
(7)Any person who is licensed as a mortgage banker or mortgage broker under the provisions of ORS 59.840 to 59.965 and whose performance of advisory services relate solely to securities involving real estate paper, whose performance of the advisory services is solely incidental to the person’s conduct of business as a mortgage banker or mortgage broker and who receives no special compensation for such services.
(8)The director may, by order, as to any person or type of security or sale, withdraw or condition the exclusions allowed under this rule if the action would be in the public interest and would be in accordance with the purposes of the Oregon Securities Law. No person shall be liable under the Oregon Securities Law by reason of the withdrawal of the exclusions allowed under this rule if the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of such withdrawal.
Rule 441-175-0030 — Exclusion from Definition of “Investment Adviser”,