4. Under Sections 402(b)(3) and (5) an agent may be exempt if acting for an issuer and receiving compensation (for example, as a corporate executive), as long as the compensation is not a commission or other remuneration based on transactions in the issuer's own securities. Such an agent could receive a salary with conventional benefits, including an annual bonus (related to his or her performance) as an executive, and still be within this exemption unless the agent is also being compensated directly or indirectly for participation in the specified securities transactions.

5. Section 402(b)(6) was added to provide relief in situations where an agent is accepting orders from a sophisticated financial professional who is making the investment decisions for its customers.

6. Ministerial or clerical acts in Section 402(b)(8) might include preparing routine written communications or responding to inquiries.

7. Section 402(e) limits agents to a single employment or affiliation unless a rule or order of the administrator authorizes multiple affiliations. In any event an agent must be registered, see Section 402(a), or exempt from registration, see Section 402(b). Registration is effective only while an agent is employed by or associated with a broker-dealer or an issuer. See Section 402(c).

Maine Comments

1. Section 16402(2)(D): Maine has modified this paragraph to reinstate the predecessor act's limitation on the type of unlicensed persons who may act as agents of an issuer in effecting transactions exempt under section 16202 to "bona fide" officers, directors, partners, members or employees of the issuer. By qualifying these persons as "bona fide," it is Maine's intent that this exemption not be available to persons employed by the issuer solely to effectuate securities transactions.

§16403.__Investment adviser licensing requirement and exemptions

1.__Licensing requirement.__It is unlawful for a person to transact business in this State as an investment adviser unless