15 CSR 30-50.010 - Definitions
(1) When the terms listed in this rule are
used in the Missouri Securities Act of 2003 (the Act), these rules, the forms,
and the orders of the commissioner, the following meanings shall apply (unless
the context otherwise requires), together with those which may later appear to
the extent that they are not inconsistent with definitions provided in Chapter
409, RSMo:
(A) Act means Chapter 409, RSMo,
otherwise known as the Missouri Securities Act of 2003;
(B) Affiliate means a person who, directly or
indirectly, through one (1) or more intermediaries, controls, or is controlled
by, or is under common control with, another person;
(C) Applicant means the person executing an
application;
(D) Application means
the form prescribed or approved by the commissioner for filing in connection
with the-
1. Registration of securities,
including any amendment to the form and any information, document, report, or
memorandum filed as a part of the form or incorporated in the form by
reference; it includes the registration statement; and
2. Registration as a broker-dealer, agent,
investment adviser, or representative of an investment adviser, including any
amendment to the form and any information, document, report, or memorandum
filed as a part of the form or incorporated in the form by reference;
(E) Associate means a corporation
or organization (other than an issuer or a majority-owned subsidiary of an
issuer) of which a person is an officer or partner, or is, directly or
indirectly, the beneficial owner of ten percent (10%) or more of any class of
equity securities; a trust or other estate in which a person has a substantial
beneficial interest or as to which s/he serves as trustee or in a similar
capacity; and a relative or spouse of a person, or any relative of his/her
spouse, who has the same home as the person or who is a director or officer of
an issuer or any of its parents or subsidiaries;
(F) Certified means, when used in connection
with financial statements, certified by an independent certified public
accountant in accordance with generally accepted accounting
principles;
(G) Chief compliance
officer means an individual, who is both a supervised person and an investment
adviser representative of the firm, responsible for administering the
supervisory or compliance policies and procedures an investment adviser adopts
under "Supervision Guidelines for Investment Advisers" in
15 CSR
30-51.173;
(H) CRD System means the NASAA/FINRA Central
Registration Depository;
(I)
Control and controlling person mean possession of the power, authority, or
means to engage in the management or policy-making functions of a person,
directly or indirectly, through ownership of securities, by contract or
otherwise. An officer, director, partner, or trustee or individual occupying
similar status or performing similar functions or a person owning ten percent
(10%) or more of the outstanding shares of any class or classes of securities
of another shall be presumed a controlling person;
(J) Division or Securities Division means the
staff of the Securities Division, Office of Secretary of State of
Missouri;
(K) FINRA means the
Financial Industry Regulatory Authority;
(L) IARD System means the NASAA/SEC
Investment Adviser Registration Depository;
(M) Isolated, for the purpose of section
409.2-202(1) of
the Act, means standing alone, disconnected from any other
transactions;
(N) NASAA means the
North American Securities Administrators Association, Inc.;
(O) Parent means an affiliate controlling
another person;
(P) Predecessor
means a person, a major portion of whose business, assets, or control has been
acquired by another;
(Q) Promoter
means a person who-
1. Acting alone or in
conjunction with one (1) or more other persons, directly or indirectly, takes
the initiative in founding and organizing or reorganizing the business or
enterprise of an issuer; and
2. In
connection with the founding and organizing or reorganizing of the business or
enterprise of an issuer, directly or indirectly, receives in consideration of
services or property, or both services and property, a substantial amount of
any class of securities of the issuer or a substantial amount of the proceeds
from the sale of any class of securities;
(R) Registrant means an applicant for whom,
or an issuer with respect to whose securities, a registration has become
effective;
(S) SEC means the United
States Securities and Exchange Commission;
(T) Subsidiary means an affiliate controlled
by another person;
(U) Supervised
person means any partner, officer, director (or other person occupying a
similar status or performing similar functions), investment adviser
representative, employee of an investment adviser, or other person who provides
investment advice on behalf of the investment adviser and is subject to the
supervision and control of the investment adviser;
(V) Underwriter means a person who has
purchased from an issuer or an affiliate of an issuer with a view to, or offers
or sells for an issuer or an affiliate of an issuer in connection with, the
distribution of any security, or participates or has a participation in the
direct or indirect underwriting of any such undertaking. Not included is a
person whose interest is limited to a commission from an underwriter or dealer
not in excess of the usual and customary distributors' or sellers'
commission;
(W) Viatical
settlement, for the purpose of section
409.1-102(28)(E),
RSMo, includes, but is not limited to, a viatical settlement contract which
means a written agreement establishing the terms under which compensation or
anything of value will be paid, which compensation or value is less than the
expected death benefit of the insurance policy or certificate, in return for
the viator's assignment, transfer, sale, devise, or bequest of the death
benefit or ownership of any portion of the insurance policy or certificate of
insurance. A viatical settlement contract also includes:
1. A contract for a loan or other financing
transaction with a viator secured primarily by an individual or group life
insurance policy, other than a loan by a life insurance company pursuant to the
terms of the life insurance contract, or a loan secured by the cash value of a
policy; and
2. An agreement with a
viator to transfer ownership or change the beneficiary designation at a later
date regardless of the date that compensation is paid to the viator;
and
(X) For the purpose
of section 409.2-201(3) of
the Act, the words banking institution or other depository institution do not
include any loan and investment company formed under the provisions of Chapter
368, RSMo.
Notes
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