292.310 Definitions for chapter.

1,585 words·~7 min read·/ky/chapter-292/292-310

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

When used in this chapter, unless the context otherwise requires:

(1)"Agent" means any individual other than a broker-dealer who represents a broker-

dealer or issuer in effecting or attempting to effect purchases or sales of securities;

(2)"Broker-dealer" means any person engaged in the business of effecting transactions

in securities for the account of others or for his own account. "Broker-dealer" does

not include an agent, issuer, bank, savings institution, or trust company;

(3)"Certified" means, when used in regard to financial statements, examined and

reported upon in accordance with generally accepted auditing standards with an

opinion expressed by a certified public accountant;

(4)"Commissioner" means the commissioner of the Department of Financial

Institutions or any individual employee of the Department of Financial Institutions

expressly designated by statute or order of the commissioner to act in the

commissioner's place;

(5)"Covered adviser" means any person who is registered under Section 203 of the

Investment Advisers Act of 1940, 15 U.S.C. sec. 80b-3;

(6)"Covered security" means any security that is or upon completion of a transaction

will be a covered security under Section 18(b) of the Securities Act of 1933, 15

U.S.C. sec. 77r(b), or rules or regulations promulgated thereunder;

(7)"Department" means the Department of Financial Institutions of the Commonwealth

of Kentucky;

(8)"Fraud," "deceit," and "defraud" are not limited to common-law deceit;

(9)"Guaranteed" means guaranteed as to payment of principal, interest, or dividends;

(10)"Insolvent" means either a person's liabilities exceed the person's assets, or the

person cannot meet obligations as they mature;

(11)"Investment adviser" means any person who, for compensation, directly or

indirectly, engages in the business of advising others, either directly or through

publications or writings, as to the value of securities or as to the advisability of

investing in, purchasing, or selling securities, or who, for compensation and as a

part of a regular business, issues or promulgates analyses or reports concerning

securities. "Investment adviser" does not include:

(a)A bank, savings institution, or trust company;

(b)A lawyer, accountant, engineer, or teacher whose performance of these

services is solely incidental to the practice of his profession;

(c)A broker-dealer whose performance of these services is solely incidental to

the conduct of his business as a broker-dealer and who receives no special

compensation for them;

(d)A publisher of any bona fide newspaper, news magazine, or business or

financial publication of general, regular, and paid circulation;

(e)A person whose advice, analyses, or reports relate only to securities exempted

by KRS 292.400(1);

(f)An investment adviser representative or a person excluded from the definition

of investment adviser representative;

(g)A person who is excluded from the definition of investment adviser under

Section 202(a)(11) of the Investment Advisers Act of 1940, 15 U.S.C. sec.

80b-2(a)(11);

(h)A covered adviser; or

(i)Such other persons not within the intent of this subsection as the

commissioner may by rule or order designate;

(12)"Investment adviser representative" means an individual employed by or associated

with an investment adviser or covered adviser and who makes any

recommendations or otherwise gives investment advice regarding securities,

manages accounts or portfolios of clients, determines which recommendations or

advice regarding securities should be given, provides investment advice or holds

himself or herself out as providing investment advice, receives compensation to

solicit, offer, or negotiate for the sale of or for selling investment advice, or

supervises employees who perform any of the foregoing. The term does not include

an individual who:

(a)Performs only clerical or ministerial acts;

(b)Is an agent whose performance of investment advice is solely incidental to the

individual acting as an agent and who does not receive special compensation

for investment advisory services;

(c)Is employed by or associated with a covered adviser, unless the individual has

a "place of business" in this state as that term is defined by rule adopted under

Section 203A of the Investment Advisers Act of 1940, 15 U.S.C. sec. 80b-3a,

and is either:

1. An "investment adviser representative" as that term is defined by rule

adopted under Section 203A of the Investment Advisers Act of 1940, 15

U.S.C. sec. 80b-3a; or

2. Not a "supervised person" as that term is defined in Section 202(a)(25)

of the Investment Advisers Act of 1940, 15 U.S.C. sec. 80b-2(a)(25); or

(d)Is excluded by the commissioner pursuant to order or regulation;

(13)"Issuer" means any person who issues or proposes to issue any security, except that

with respect to certificates of deposit, voting trust certificates, or collateral-trust

certificates, or with respect to certificates of interest or shares in an unincorporated

investment trust not having a board of directors, or persons performing similar

functions, or of the fixed, restricted management, or unit type, the term "issuer"

means the person or persons performing the acts and assuming the duties of

depositor or manager pursuant to the provisions of the trust or other agreement or

instrument under which the security is issued, and except that with respect to

fractional undivided interests in oil, gas, or other mineral rights, the term "issuer"

means the owner of any such right or of an interest in such right, whether whole or

fractional, who creates fractional interests therein for the purpose of distribution;

(14)"Nonissuer" means not directly or indirectly for the benefit of the issuer;

(15)"Person" means an individual, a limited liability company, a corporation, a

partnership, a limited partnership, an association, a joint-stock company, a trust

where the interests of the beneficiaries are evidenced by a security, an

unincorporated organization, a government, or a political subdivision of a

government;

(16)"Rule" or "regulation" means either or both administrative rules or administrative

regulations promulgated by any governmental or other regulatory or self-regulatory

entity, as the context requires;

(17)"Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of,

a security or interest in a security for value. "Offer" or "offer to sell" includes every

attempt to offer to dispose of, or solicitation of an offer to buy, a security or interest

in a security for value. Any security given or delivered with, or as a bonus on

account of, any purchase of securities or any other thing is considered to constitute

part of the subject of the purchase and to have been offered and sold for value. A

purported gift of assessable stock is considered to involve an offer and sale. Every

sale or offer of a warrant or right to purchase or subscribe to another security of the

same or another issuer, as well as every sale or offer, of a security which gives the

holder a present or future right or privilege to convert into another security of the

same or another issuer, is considered to include an offer of the other security;

(18)"Securities Act of 1933," 15 U.S.C. secs. 77a et seq., "Securities Exchange Act of

1934," 15 U.S.C. secs. 78a et seq., "Public Utility Holding Company Act of 1935,"

15 U.S.C. secs. 79 et seq., and "Investment Company Act of 1940," 15 U.S.C. secs.

80a-1 et seq. mean the federal statutes of those names as amended before or after

January 1, 1961;

(19)"Security" means any note, stock, treasury stock, bond, debenture, evidence of

indebtedness, certificate of interest or participation in any profit-sharing agreement,

collateral-trust certificate, preorganization certificate or subscription, transferable

share, investment contract, life settlement investment, voting-trust certificate,

certificate of deposit for a security; fractional undivided interest in oil, gas, or other

mineral rights; or, in general, any interest or instrument commonly known as a

"security," or any certificate of interest in or participation in, temporary or interim

certificate for, receipt for, guarantee of, or warrant or right to subscribe to or

purchase, any of the foregoing. "Security" does not include any insurance or

endowment policy or annuity contract under which an insurance company promises

to pay a fixed number of dollars either in a lump sum or periodically for life or

some other specified period;

(20)"Sign" means with present intent to authenticate or adopt a record to:

(a)Execute or adopt a tangible symbol; or

(b)Attach or logically associate with the record an electronic symbol, sound, or

process;

(21)"State" means any state, commonwealth, territory, or possession of the United

States, as well as the District of Columbia and Puerto Rico;

(22)"Life settlement investment" means the contractual right to receive any portion of

the death benefit or ownership of a life insurance policy or certificate, for

consideration that is less than the expected death benefit of the life insurance policy

or certificate. "Life settlement investment" does not include:

(a)Any transaction between an owner and a life settlement provider as defined by

KRS 304.15-020 and 304.15-700 to 304.15-720;

(b)Any transfer of ownership or beneficial interest in a life insurance policy from

a life settlement provider to another life settlement provider as defined by

KRS 304.15-020 and 304.15-700 to 304.15-720 or to any legal entity formed

solely for the purpose of holding ownership or beneficial interest in a life

insurance policy or policies;

(c)The bona fide assignment of a life insurance policy to a bank, savings bank,

savings and loan association, credit union, or other licensed lending institution

as collateral for a loan; or

(d)The exercise of accelerated benefits pursuant to the terms of a life insurance

policy issued in accordance with Subtitle 15 of KRS Chapter 304; and

(23)Nothing in this section shall be construed to affect the classification of property for

ad valorem tax purposes.