In this title, unless the context requires otherwise, the following words have the meanings indicated. “Agent” means an individual other than a broker–dealer who represents a broker–dealer or issuer in effecting or attempting to effect the purchase or sale of securities. “Agent” includes a partner, officer, or director of a broker–dealer or issuer, or a person occupying a similar status or performing similar functions, only if the person otherwise comes within this definition. “Agent” does not include an individual who represents: An issuer in: Effecting a transaction in a security exempted by § 11–601(1), (2), (3), (9)(i), (10), (11), or (14)(i) of this title; Effecting a transaction exempted by § 11–602 of this title; Effecting a transaction with an existing employee, partner, or director of the issuer if no commission or other remuneration is paid or given directly or indirectly for soliciting a person in this State; or Effecting a transaction in a federal covered security under § 18(b)(3) or § 18(b)(4)(F) of the Securities Act of 1933 if no commission or other remuneration is paid or given directly or indirectly for soliciting a person in this State; or A broker–dealer in effecting a transaction described in § 15(h)(2) of the Securities Exchange Act of 1934. “Broker–dealer” means a 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; An issuer; A bank, savings institution, or trust company; or A person who has no place of business in this State if: He effects transactions in this State exclusively with or through the issuer of the securities involved in the transactions, another broker–dealer, or a bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit–sharing trust, or other financial institution or institutional buyer, whether acting for itself or as trustee; or During any period of 12 consecutive months, he does not direct more than 15 offers to sell or buy into the State in any manner, other than to the persons specified in paragraph (2)(iv)1 of this subsection, whether or not the offeror or any offeree is then present in the State. “Commissioner” means the Securities Commissioner of the Division of Securities. “Federal covered adviser” means a person who is registered under § 203 of the Investment Advisers Act of 1940. “Federal covered security” means a covered security under § 18(b) of the Securities Act of 1933. “Federal exempt broker–dealer” means a person who would qualify for the exemption from registration as a broker or dealer under § 4(c) of the Securities Act of 1933. “Guaranteed” means guaranteed as to payment of principal, interest, or dividends. “Investment adviser” means a person who, for compensation: 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; or Provides or offers to provide, directly or indirectly, financial and investment counseling or advice, on a group or individual basis; Gathers information relating to investments, establishes financial goals and objectives, processes and analyzes the information gathered, and recommends a financial plan; or Holds out as an investment adviser in any way, including indicating by advertisement, card, or letterhead, or in any other manner indicates that the person is, a financial or investment “planner”, “counselor”, “consultant”, or any other similar type of adviser or consultant. “Investment adviser” does not include: An investment adviser representative; A bank, savings institution, or trust company; A lawyer, certified public accountant, engineer, insurance producer, or teacher whose performance of investment advisory services is solely incidental to the practice of the profession, provided that the performance of such services is not solely incidental unless: The investment advisory services rendered are connected with and reasonably related to the other professional services rendered; The fee charged for the investment advisory services is based on the same factors as those used to determine the fee for other professional services; and The lawyer, certified public accountant, engineer, insurance producer, or teacher does not hold out as an investment adviser; A broker–dealer or its agent whose performance of these services is solely incidental to the conduct of business as a broker–dealer and who receives no special compensation for them; A publisher of any bona fide newspaper, news column, newsletter, news magazine, or business or financial publication or service, whether communicated in hard copy form, or by electronic means, or otherwise, that does not consist of the rendering of advice on the basis of the specific investment situation of each client; A federal covered adviser; or Any other person not within the intent of this subsection as the Commissioner by rule or order designates. “Investment adviser representative” or “representative” means any partner, officer, director of (or a person occupying a similar status or performing similar functions) or other individual who is employed by or associated with an investment adviser, or who has a place of business located in this State and is employed by or associated with a federal covered adviser, and who: Makes any recommendations or otherwise renders investment advice to clients; Represents an investment adviser in rendering the services described under subsection (h)(1) of this section; Manages accounts or portfolios of clients; Determines which recommendation or investment advice should be given with respect to a particular client account; Solicits, offers or negotiates for the sale of or sells investment advisory services; Directly supervises employees who perform any of the foregoing; or Holds out as an investment adviser. “Investment adviser representative” or “representative” does not include: Any other person not within the intent of this subsection as the Commissioner designates by rule or order; or Clerical or ministerial personnel. “Investment Company Act of 1940” and “Investment Advisers Act of 1940” mean the federal statutes of those names, as amended. “Issuer” means any person who issues or proposes to issue a 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 performing the acts and assuming the duties of depositor or manager under the provisions of the trust or other agreement or instrument under which the security is issued; and With respect to certificates of interest or participation in oil, gas, or mining titles or leases or in payments out of production under the titles or leases, there is not considered to be any “issuer”. “Nonissuer distribution” and “nonissuer transaction” mean a distribution or transaction, as the case may be, not directly or indirectly for the benefit of the issuer. “Offer” or “offer to sell”, except as provided in § 11–102(a) of this subtitle, includes every attempt or offer to dispose of or solicitation of an offer to buy, a security or interest in a security for value. “Person” means an individual, a corporation, a 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. “Public Utility Holding Company Act of 1935” means the federal statute of that name, as amended. “Sale” or “sell”, except as provided in § 11–102(a) of this subtitle, includes every contract of sale of, contract to sell, or disposition of a security or interest in a security for value. “Securities Act of 1933” and “Securities Exchange Act of 1934” mean the federal statutes of those names, as amended. “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; Voting–trust certificate; Certificate of deposit for a security; Certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under the title or lease; In general, any interest or instrument commonly known as a “security”; or Certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the preceding. “Security” does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum, periodically for life, or some other specified period. “State” means any state, territory, or possession of the United States, the District of Columbia, and Puerto Rico.

The terms “offer”, “offer to sell”, “sale”, and “sell”, as defined in § 11–101(n) and (q) of this subtitle, do not include: Any bona fide pledge or loan; Any stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the dividend other than the surrender of a right to a cash or property dividend when each stockholder may elect to take the dividend in cash, property, or stock; Any act incident to a class vote by stockholders, under the certificate of incorporation or the applicable corporation statute, on a merger, consolidation, split–up, spin–off, share exchange, reclassification of securities, or transfer of corporate assets in consideration of the issuance, in whole or in part, of securities of another corporation; Any act incident to a judicially approved reorganization in which a security is issued: In exchange for one or more outstanding securities, claims, or property interests; or Partly in such exchange and partly for cash; or Any act as to which the Commissioner by rule or order finds that: Application of § 11–101(n) and (q) of this subtitle is not necessary or appropriate for the protection of investors; and The finding is consistent with the public interest and within the purposes fairly intended by the policy and provisions of this title. As used in this title, “fraud”, “deceit”, and “defraud” are not limited to common–law deceit. 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 and 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.