7. Section 401(d) recognizes the increasingly transnational nature of securities brokerage and permits, if the administrator adopts a rule or order, transactions by a Canadian or a foreign broker-dealer with a person from Canada or other foreign jurisdiction who is resident in this State. This subsection is not self-executing and is effective only if the administrator adopts a rule or order.

8. To give effect to action taken by rule or order under Section 401(d), there must be a transaction registration exemption that will enable securities transactions to take place in customer accounts involving the broker-dealers and agents contemplated in Section 401(d). See Sections 202 and 203.

Maine Comments

1. Although the model Uniform Securities Act uses the term "registration," Maine retains the term "licensing" from the Revised Maine Securities Act for the sake of continuity and to avoid confusion with the registration of securities.

2. Section 16401(1): The last sentence and citation in Official Comment 1 relate to the broker-dealer definition, not to whether a broker-dealer must be licensed in Maine.

3. Section 16401(2)(A)(2): For the purpose of investor protection, Maine retains the Revised Maine Securities Act's language that excludes clearing brokers from this exemption.

4. The model Uniform Securities Act contained an additional exemption, section 401(b)(1)(G), which would apply in certain situations in which a broker-dealer has 3 or fewer customers in Maine in the past year. Maine rejected this exemption to better protect investors in Maine, a state in which broker-dealers are more likely to have only a few clients. In this State's regulatory experience, enforcement of such "de minimus" customer exemptions is complicated because of the inherent difficulty in determining the number of Maine clients of any given broker- dealer. Further, pursuant to subsection 16401(2)(A)(H), the administrator may waive the licensing requirements on a case-by- case basis. Under the predecessor act, the administrator issued exclusion orders for some broker-dealers with a small number of Maine clients. The administrator maintains such discretion under this Act.

§16402.__Agent licensing requirement and exemptions