Oregon Hedge Funds – Investment Advisor Issues

Questions and Answers on Oregon Investment Advisor Registration For Hedge Funds

Some states will provide a good source of information to start up hedge fund managers which details whether the hedge fund manager will need to register as an investment adviser in the state of residence.  The following resource is from the Oregon Division of Finance and Corporate Securities and answers common questions that potential Oregon hedge fund managers would have regarding the Oregon investment advisor registration requirements.

Specifically this set of questions and answers shows us that there is no de minimis rule which would allow managers to escape investment advisor registration in Oregon; the Q&A also details the notice filing requirements in Oregon.  Even though SEC registered investment advisors will not need to register with the state securities division, the firm will need to “notice file” and pay a filing fee and investment advisor representatives of the firm will usually need to have the Series 65 and the investment advisory firm will need to pay a filing fee for the representative. 

Questions and answers below can be found here:

Q: Do I need to notify Oregon if information provided on my application changes after I have become licensed?

A: Yes. The requirement to report material changes applies to broker dealers, state and federal covered investment advisers, and the individuals associated with any of these firms. The nonexclusive list of what is a material change can be found in Oregon Administrative Rule 441-175-0105. To report the change, file an amended application form (BD, ADV, or U-4, as appropriate) within 30 days of the occurrence of the material change. Submit the amended filing through CRD or IARD if the original application went through either of those systems, or in paper format directly to the Division. Note: when filing an amendment in paper format for Form ADV, you should submit the first page with manual signature, and any page on which there is a change. Highlight or circle the changes. There is no fee for the amended filing.

For information on the range of capital funding options available to businesses, contact the Business Development Division of the Oregon Economic Development Department at:

Oregon Economic Development Department
Industry Development Division
775 Summer St. NE,
Salem, OR 97310
(503) 986-0200

Q: Does Oregon have a de minimis licensing exemption?

A: There is currently a de minimis exemption for any investment adviser firm with an office and license in another state, no place of business in Oregon, and fewer than six Oregon clients. Accredited investors and institutional clients are omitted when counting the Oregon clients. There is no de minimis exemption for broker-dealers, meaning that the broker-dealer and its associated person would be subject to penalties for doing business prior to becoming licensed or exempted from licensing in Oregon.

Q: Does Oregon require a broker-dealer to file financial statements?

A: No. Any financial information we need to review can be obtained from FINRA using the authority the firm gave the division through the BD Consent Form.

Q: How do I apply to be licensed in Oregon as a broker-dealer?

A: Any broker-dealer which is a member of the Financial Industry Regulatory Authority (FINRA) must apply through the Central Registration Depository (CRD) system by filing an amended Form BD showing Oregon is being added as a licensed jurisdiction. Our licensing fee of $250 will be withdrawn from your CRD account. You must also provide to us with at least one person who will be licensed to transact business in Oregon. Any broker-dealer which is not a member of FINRA must send all of the described documents, fees, and information directly to the Division.

Q: How do I apply to be licensed in Oregon as an associated person of a broker-dealer?

A: Individuals associated with a FINRA broker-dealer file a Form U-4 through the CRD system, showing Oregon is being added as a licensed jurisdiction. Our fee of $50 will be withdrawn from the broker-dealer’s CRD account. Individuals associated with a non-FINRA broker-dealer must send a manually signed Form U-4 directly to the Division along with the fees of $50.

Q: How do I apply to be licensed in Oregon as an investment advisor representative (IAR)?

A: Through your employing investment adviser firm, submit a manually signed U-4, proof of passing appropriate exam(s) or exemption from the exam requirement (see OAR 441-175-120(4)(6), and a fee of $50. All individuals must be connected to an investment adviser firm (which may be a firm that they own and control).

Q: How do I apply to be licensed or notice filed in Oregon as an investment adviser firm?

A: This licensing or notice filing process depends on whether the firm has an office location in Oregon, and whether the SEC or a state agency is the regulator of the firm. Under a federal law passed in 1996, the SEC was given jurisdiction over all investment advisers with more than $25 million under management. The state securities agency in the state where the investment adviser has its home office is the regulator of any firm with $25 million or less under management.

A firm with less than $25 million under management and located in Oregon will be regulated by the Division. An application consists of a complete Form ADV, a fee of $200, a surety bond in the amount of $10,000, a copy of any proposed contract with clients, and financial statements required by Oregon Administrative Rule 441-175-0100. The firm must also have at least one investment adviser representative (IAR) who is licensed under the Oregon securities laws, starting at Oregon Revised Statutes 59.165.

State regulated firms with a home office outside of Oregon must submit a completed Form ADV and a fee of $200 to the Division. In addition, the firm must state in letter form whether it is licensed in its home state and whether it complies with its regulator’s net capital or bonding regulations. The firm must also have at least one investment adviser representative (IAR).

Generally, federal-covered investment advisers (investment adviser registered representatives or IARR) with an office location in Oregon, or with more than five non-institutional clients in Oregon, are required to notice file in Oregon.

The SEC requires all federal covered investment advisers to notice file through the Investment Adviser Registration Depository (IARD) system. The firm should file an amended Form ADV on IARD adding Oregon as a notice filing jurisdiction. The IARD will withdraw our notice filing fee of $200 from the firm’s account.

Q: What examinations are required for associated persons of broker-dealers?

A: Oregon requires proof of passing scores on two examinations. One exam must be a “blue sky” exam (Series 63 or 66) and one exam must be a product exam (Series 7 for a general securities license, or see other exams listed in Oregon Administrative Rule 441-175-0130(4) for a limited license). If exam scores are not shown on a CRD record for the individual, a copy of the document showing passing scores must be submitted to the Division.

Q: What examinations are required for IARs, and what exemptions are available?

A: Examinations specifically designed for IARs were created with an effective date of Jan. 1, 2000 by revising two existing exams previously offered through the exam testing centers. Unfortunately, the exam numbers were not changed, thus it is important for a regulator to know the date you took one of these exams. The two exams in question are Series 65 and Series 66. The Division currently accepts the following combinations of exams for IARs:

Series 65 prior to 1/1/00, and Series 7,
Series 66 after 1/1/00, and Series 7, or
Series 65 after 1/1/00

The Division exempts an individual from the exam requirement if the persons shows (1) proof of licensing as an IAR in any jurisdiction within the 2 years immediately prior to the filing of an application in Oregon, or (2) holding of a current professional designation of Chartered Financial Analyst (CFA), Certified Financial Planner (CFP), Chartered Financial Consultant (ChFC), Chartered Investment Counselor (CIC), or Personal Financial Specialist (PFS).

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