WILLIAM DONALD SCHAEFER, Governor Ch. 533

(3) "Agent" does not include an individual who
represents an issuer in:

(i) Effecting a transaction in a security
exempted by § 11-601 (1), (2), (3),(9)(I), (10), or (11) of this
title;

(ii) Effecting a transaction exempted by §
11-602 of this title; or

(iii) 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 any person in the State.

(c)  (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" means the Securities Commissioner of the
Division of Securities.

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

(f)  (1) "Investment adviser" means a person who, for
compensation, engages in the business of advising others, either

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