J. MILLARD TAWES, Governor 19

selves or as trustees, or (B) during any period of twelve consecutive
months he does not direct more than fifteen offers to sell or buy into
this state in any manner to persons other than those specified in clause
(A), whether or not the offeror or any of the offerees is then present
in this state.

(c) "Commissioner" means the Securities Commissioner, the prin-
cipal executive officer of the Division of Securities designated in sec-
tion 30 of this act.

(d) "Fraud, " "deceit, " and "defraud" are not limited to common-
law deceit.

(e) "Guaranteed" means guaranteed as to payment of principal,
interest, or dividends.

(f) "Investment adviser" means any person who, for compensa-
tion, 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 analysis or reports concerning securities. "Investment
adviser" does not include (1) a bank, savings institution, or trust
company; (2) a lawyer, accountant, engineer, or teacher whose per-
formance of these services is solely incidental to the practice of his
profession; (3) a broker-dealer whose performance of these services
is solely incidental to the conduct of his business as a broker-dealer
and who receives no special compensation for them; (4) a publisher
of any bona fide newspaper, news magazine, or business or financial
publication of general, regular, and paid circulation; (5) a person
whose advice, analyses, or reports relate only to securities exempted
by section 26 (a) (1); (6) a person who has no place of business in
this state if (A) his only clients in this state are other investment
advisers, broker-dealers, banks, savings institutions, trust companies,
insurance companies, investment companies as defined in the Invest-
ment Company Act of 1940, pension or profit-sharing trusts, or other
financial institutions or institutional buyers, whether acting for them-
selves or as trustees, or (B) during any period of twelve consecutive
months he does not direct business communications into this state in
any manner to more than five clients other than those specified in
clause (A), whether or not he or any of the persons to whom the
communications are directed is then present in this state; or (7) such
other persons not within the intent of this paragraph as the Com-
missioner may by rule or order designate.

(g) "Issuer" means any person who issues or proposes to issue any
security, except that (1) 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 or persons performing the acts and
assuming the duties of depositor or manager pursuant to the pro-
visions of the trust or other agreement or instrument under which the
security is issued; and (2) with respect to certificates of interest or
participation in oil, gas, or mining titles or leases or in payments
out of production under such titles or leases, there is not considered
to be any "issuer. "