AB816,21,15 (i) An organization described in section 501 (c) (3) of the Internal Revenue Code (26 USC 501 (c) (3)), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $10,000,000.

AB816,21,18 (j) A small business investment company licensed by the Small Business Administration under section 301 (c) of the Small Business Investment Act of 1958 (15 USC 681 (c)) with total assets in excess of $10,000,000.

AB816,21,21 (k) A private business development company as defined in section 202 (a) (22) of the Investment Advisers Act of 1940 (15 USC 80b-2 (a) (22)) with total assets in excess of $10,000,000.

AB816,21,22 (L) A federal covered investment adviser acting for its own account.

AB816,21,24 (m) A qualified institutional buyer, as defined in Rule 144A (a) (1), other than Rule 144A (a) (1) (i) (H), adopted under the Securities Act of 1933 (17 CFR 230.144A).

AB816,22,2 (n) A major U.S. institutional investor, as defined in Rule 15a-6 (b) (4) (i) adopted under the Securities Exchange Act of 1934 (17 CFR 240.15a-6).

AB816,22,5 (o) Any other person, other than an individual, of institutional character with total assets in excess of $10,000,000 not organized for the specific purpose of evading this chapter.

AB816,22,7 (p) Any other person specified by rule adopted or order issued under this chapter.

AB816,22,11 (12) "Insurance company" means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state.

AB816,22,12 (13) "Insured" means insured as to payment of all principal and all interest.

AB816,22,15 (14) "International banking institution" means an international financial institution of which the United States is a member and whose securities are exempt from registration under the Securities Act of 1933.

AB816,22,25 (15) "Investment adviser" means a person that, for compensation, engages in the business of advising others, either directly or through publications, writings, or electronic means, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice regarding securities to others for compensation as part of a business or that holds itself out as providing investment advice regarding securities to others for compensation. The term does not include any of the following:

AB816,23,1 (a) An investment adviser representative.

AB816,23,3 (b) A lawyer, accountant, engineer, or teacher whose performance of investment advice is solely incidental to the practice of the person's profession.

AB816,23,6 (c) A broker-dealer or its agents whose performance of investment advice is solely incidental to the conduct of business as a broker-dealer and that does not receive special compensation for the investment advice.

AB816,23,8 (d) A publisher of a bona fide newspaper, news magazine, or business or financial publication of general and regular circulation.

AB816,23,9 (e) A federal covered investment adviser.

AB816,23,10 (f) A bank or savings institution.

AB816,23,12 (g) Any other person that is excluded by the Investment Advisers Act of 1940 from the definition of investment adviser.

AB816,23,14 (h) Any other person excluded by rule adopted or order issued under this chapter.

AB816,23,23 (16) "Investment adviser representative" means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself 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 any of the following:

AB816,23,24 (a) An individual who performs only clerical or ministerial acts.

AB816,24,3 (b) An individual who 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.

AB816,24,8 (c) An individual who is employed by or associated with a federal covered investment 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 USC 80b-3a) , and, in addition to the place of business, any of the following apply to the individual:

AB816,24,11 1. The individual is an "investment adviser representative," as that term is defined by rule adopted under section 203A of the Investment Advisers Act of 1940 (15 USC 80b-3a).

AB816,24,13 2. The individual is not a supervised person, as defined in section 202 (a) (25) of the Investment Advisers Act of 1940 (15 USC 80b-2 (a) (25)).

AB816,24,15 (d) An individual who is excluded by rule adopted or order issued under this chapter.

AB816,24,17 (17) "Issuer" means a person that issues or proposes to issue a security, subject to the following:

AB816,24,22 (a) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued.