| | | 16.__Investment adviser representatives. "Investment adviser | | representatives" means individuals employed by or associated with | | an investment adviser or federal covered investment adviser and | | who make any recommendations or otherwise give investment advice | | regarding securities, manage accounts or portfolios of clients, | | determine which recommendation or advice regarding securities | | should be given, provide investment advice or hold themselves out | | as providing investment advice, receive compensation to solicit, | | offer or negotiate for the sale of or for selling investment | | advice or supervise employees who perform any of the foregoing. | | "Investment adviser representatives" does not include individuals | | who: |
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| | | A.__Perform only clerical or ministerial acts; |
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| | | B.__Are agents whose performance of investment advice is | | solely incidental to the individuals acting as agents and | | who do not receive special compensation for investment | | advisory services; |
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| | | C.__Are employed by or associated with a federal covered | | investment adviser, unless the individuals have a "place of | | business" in this State as that term is defined by rule | | adopted under Section 203A of the federal Investment | | Advisers Act of 1940, 15 United States Code, Section 80b-3a, | | and are: |
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| | | (1)__"Investment adviser representatives" as that term | | is defined by rule adopted under Section 203A of the | | federal Investment Advisers Act of 1940, 15 United | | States Code, Section 80b-3a; or |
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| | | (2)__Not "supervised persons" as that term is defined | | in Section 202(a)(25) of the federal Investment | | Advisers Act of 1940, 15 United States Code, Section | | 80b-2(a)(25); or |
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| | | (D)__Are excluded by rule adopted or order issued under this | | chapter.__Rules adopted pursuant to this paragraph are | | routine technical rules as defined in Title 5, chapter 375, | | subchapter 2-A. |
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| | | 17.__Issuer. "Issuer" means a person that issues or proposes | | to issue a security, subject to the following: |
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| | | A.__The issuer of a voting trust certificate, collateral trust | | certificate, certificate of deposit for a security or share in an | | investment company without a board of directors or individuals | | performing similar functions is the person performing the acts | | and assuming the duties of depositor or |
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