Mich. Admin. Code R. 451.1.1 - Definitions

Current through Register Vol. 21-17, October 1, 2021

Rule 1.1. As used in these rules and in the act, if applicable:

(a) "3(c)(1) fund" means a qualifying private fund that is eligible for the exclusion from the definition of an investment company under section 3(c)(1) of the investment company act of 1940, 15 U.S.C. § 80a-3(c)(1).
(b) "Act" means the uniform securities act of 2002, 2008 PA 551, MCL 451.2101 to 451.2703.
(c) "Agency cross transaction for an advisory client" means a transaction in which a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlling, controlled by, or under common control with such investment adviser, including an investment adviser representative, acts as a broker-dealer for both the advisory client and another person on the other side of the transaction.
(d) "Impersonal advisory services" means any contract relating solely to the provision of investment advisory services under any of the following:
(i) By means of written material or oral statements which do not purport to meet the objectives or needs of specific individuals or accounts.
(ii) Through the issuance of statistical information containing no expression of opinion as to the investment merits of a particular security.
(iii) Any combination of the services in subdivision (d)(i) and (ii) of this rule.
(e) "Control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through 1 or more controlled companies, more than 25% of the voting securities of a company is presumed to control that company.
(f) "CRD" means the central registration depository operated by FINRA.
(g) "Discretionary authority" does not include discretion as to the price at which or the time when a transaction is or is to be effected, if, before the order is given by the investment adviser, the client has directed or approved the purchase or sale of a definite amount of the particular security.
(h) "EDGAR" means the electronic data gathering, analysis, and retrieval system operated by the SEC.
(i) "EFD" means the electronic filing depository operated by the North American Securities Administrators Association, Inc.
(j) "Entering into", in reference to an investment advisory contract, does not include an extension or renewal without material change of any contract that is in effect immediately prior to an extension or renewal.
(k) "ESIGN" means the electronic signatures in global and national commerce act, and more specifically, chapter 96, subchapters I and II, 15 U.S.C. §§ 7001 to 7031.
(l) "FINRA" means the financial industry regulatory authority.
(m) "Form ADV" means the uniform application for investment adviser registration.
(n) "Form ADV-W" means the notice of withdrawal from registration as investment adviser.
(o) "Form BD" means the uniform application for broker-dealer registration.
(p) "Form BDW" means the uniform request for broker-dealer withdrawal.
(q) "Form U4" means the uniform application for securities industry registration or transfer.
(r) "Form U5" means the uniform termination notice for securities industry registration.
(s) "Form U-7" means the small company offering registration form.
(t) "IARD" means the Investment Adviser Registration Depository operated by FINRA.
(u) "Investment supervisory services" means giving of continuous advice about the investment of funds on the basis of the individual needs of each client.
(v) "NASAA" means the North American Securities Administrators Association, Inc.
(w) "NASDAQ" means the NASDAQ Stock Market, LLC (formerly an acronym for the national association of securities dealers automated quotations system).
(x) "Private fund adviser" means an investment adviser who provides advice solely to 1 or more qualifying private funds.
(y) "Qualifying private fund" means a private fund that meets the definition of a qualifying private fund in SEC rule 203(m)-1, 17 C.F.R. § 275.203(m)-1.
(z) "SCOR" means a small corporate offering registration.
(aa) "SEC" means the United States Securities and Exchange Commission.


Mich. Admin. Code R. 451.1.1
2019 MR 1, Eff. July 3, 2019

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