Covered person of a broker or dealer means an associated person of that broker or dealer but does not include:
(1) An associated person:
(i) If the associated person has no officers (or persons performing similar functions) or employees in common with the broker or dealer who can influence the activities of research analysts or the content of research reports; and
(ii) If the broker or dealer maintains and enforces written policies and procedures reasonably designed to prevent the broker or dealer, any controlling persons, officers (or persons performing similar functions), and employees of the broker or dealer from influencing the activities of research analysts and the content of research reports prepared by the associated person.
(2) An associated person who is an investment adviser:
(i) Not registered with the Commission as an investment adviser because of the prohibition of section 203A of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3a); and
(ii) Not registered or required to be registered with the Commission as a broker or dealer.
17 CFR § 242.500
For purposes of Regulation AC ( 242.500 through 242.505 of this chapter) the term: