17-4-405; and

17-4-405; and

(ii) Any other individual exempted by rule adopted or order issued under this act.

(c) The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this act or a federal covered investment adviser that has made or is required to make a notice filing under W.S. 17-4-405.

(d) An individual may transact business as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser unless a rule adopted or order issued under this act prohibits or limits an individual from acting as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser.

(e) It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this act, the securities and exchange commission, or a self-regulatory organization. Upon request from a federal covered investment adviser and for good cause, the secretary of state, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.

(f) An investment adviser registered under this act, a federal covered investment adviser that has filed a notice under W.S. 17-4-405, or a broker-dealer registered under this act is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this act, a federal covered investment adviser who has filed a notice under W.S. 17-4-405, or a broker-dealer registered under this act with which the individual is employed or associated as an investment adviser representative.

17-4-405. Federal covered investment adviser notice filing requirement.

(a) Except with respect to a federal covered investment adviser described in subsection (b) of this section, it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c) of this section.

(b) The following federal covered investment advisers are not required to comply with subsection (c) of this section:

(i) A federal covered investment adviser without a place of business in this state if its only clients in this state are:

(A) Federal covered investment advisers, investment advisers registered under this act, and broker-dealers registered under this act;

(B) Institutional investors;

(C) Bona fide preexisting clients whose principal places of residence are not in this state; or  (D) Other clients specified by rule adopted or order issued under this act.

(ii) A federal covered investment adviser without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under paragraph (i) of this subsection; and

(iii) Any other person excluded by rule adopted or order issued under this act.

(c) A person acting as a federal covered investment adviser, not excluded under subsection (b) of this section, shall file a notice, a consent to service of process complying with W.S. 17-4-611, and such records as have been filed with the securities and exchange commission under the Investment Advisers Act of 1940 required by rule adopted or order issued under this act and pay the fees specified in W.S. 17-4-410(e).

(d) The notice under subsection (c) of this section becomes effective upon its filing.

17-4-406. Registration by broker-dealer, agent, investment adviser, and investment adviser representative.

(a) A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with W.S. 17-4-611, and paying the fee specified in W.S. 17-4-410 and any reasonable fees charged by the designee of the secretary of state for processing the filing. The application must contain:

(i) The information or record required for the filing of a uniform application; and

(ii) Upon request by the secretary of state, any other financial or other information or record that the secretary of state determines is appropriate.

(b) If the information or record contained in an application filed under subsection (a) of this section is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.  (c) If an order is not in effect and a proceeding is not pending under W.S. 17-4-412, registration becomes effective at noon on the forty-fifth day after a completed application is filed, unless the registration is denied. A rule adopted or order issued under this act may set an earlier effective date or may defer the effective date until noon on the forty-fifth day after the filing of any amendment completing the application.

(d) A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under W.S. 17-4-412, a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this act, by paying the fee specified in W.S. 17-4-410, and by paying costs charged by the designee of the secretary of state for processing the filings.

(e) A rule adopted or order issued under this act may impose such other conditions, not inconsistent with the National Securities Markets Improvement Act of 1996. An order issued under this act may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.

17-4-407. Succession and change in registration of broker-dealer or investment adviser.

(a) A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration pursuant to W.S.