MARVIN MANDEL, Governor                               1961

STATE.

(C)   BROKER-DEALER.

(1) "BROKER-DEALER" MEANS A PERSON ENGAGED
IN THE BUSINESS OF EFFECTING TRANSACTIONS IN SECURITIES
FOR THE ACCOUNT OF OTHERS OR FOR HIS OWN ACCOUNT.

(2) "BROKER-DEALER" DOES NOT INCLUDE:

(I)        AN AGENT;

(II)        AN ISSUER;

(III) A BANK, SAVINGS INSTITUTION, OR TRUST
COMPANY; OR

(IV) A PERSON WHO HAS NO PLACE OF BUSINESS
IN THIS STATE IF:

1. 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

2. 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.

(D)   COMMISSIONER.

"COMMISSIONER" MEANS THE SECURITIES COMMISSIONER
OF THE DIVISION OF SECURITIES.

(E)   GUARANTEED.

"GUARANTEED" MEANS GUARANTEED AS TO PAYMENT OF
PRINCIPAL, INTEREST, OR DIVIDENDS.

(F)   INVESTMENT ADVISOR.

(1) "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