Page 58 - Akerman | 2016 Guide to Doing Business in Florida

An “associated person” of an investment adviser means any person who for
compensation refers, solicits, offers, or negotiates for the purchase or sale of
investment advisory services. A person whose activities fall within this definition is
required to register with the Office as an associated person of a state registered
adviser pursuant to Section 517.12(4) of the Act. The state registered adviser with
which the associated person seeks registration must be lawfully registered with the
Office. Registration as an associated person of a state registered adviser does not
constitute registration as an associated person of a dealer, or vice-versa. The two
associated person registrations are separate and distinct. The Office participates in the
Central Registration Depository (CRD) system for registration of associated persons for
state registered advisers. All state registered advisers requesting associated person
registration must file the Form U-4, Uniform Application for Securities Industry
Registration or Transfer, documents and fees prescribed in Section 517.12(10) of the
Act, and Rule 69W-600.002, F.A.C., through the CRD. State registered advisers not
dually registered as a FINRA member broker dealer are required to submit fingerprint
results for associated person applicants to the Office.
4.6 Antifraud provisions

Pursuant the Act, it is unlawful and a violation of the provisions of the Act for a person (a) in
connection with the rendering of any investment advice or in connection with the offer, sale, or
purchase of any investment or security, directly or indirectly: (1) to employ any device, scheme,
or artifice to defraud; (2) to obtain money or property by means of any untrue statement of a
material fact or any omission to state a material fact necessary in order to make the statements
made, in the light of the circumstances under which they were made, not misleading; or (3) to
engage in any transaction, practice, or course of business which operates or would operate as
a fraud or deceit upon a person; (b) to publish, give publicity to, or circulate any notice, circular,
advertisement, newspaper, article, letter, investment service, communication, or broadcast
which, though not purporting to offer a security for sale, describes such security for a
consideration received or to be received directly or indirectly from an issuer, underwriter, or
dealer, or from an agent or employee of an issuer, underwriter, or dealer, without fully disclosing
the receipt, whether past or prospective, of such consideration and the amount of the
consideration; or (c) in any matter within the jurisdiction of the Office, to knowingly and willfully
falsify, conceal, or cover up, by any trick, scheme, or device, a material fact, make any false,
fictitious, or fraudulent statement or representation, or make or use any false writing or
document, knowing the same to contain any false, fictitious, or fraudulent statement or entry.

56