WILLIAM DONALD SCHAEFER, Governor Ch. 805

(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,] COMPENSATION:

(I)  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

(II) 1. PROVIDES OR OFFERS TO PROVIDE, DIRECTLY
OR INDIRECTLY, FINANCIAL AND INVESTMENT COUNSELING OR ADVICE, ON
A GROUP OR INDIVIDUAL BASIS;

2.  GATHERS INFORMATION RELATING TO
INVESTMENTS, ESTABLISHES FINANCIAL GOALS AND OBJECTIVES,
PROCESSES AND ANALYZES THE INFORMATION GATHERED, AND RECOMMENDS A
FINANCIAL PLAN; OR

3.  HOLDS HIMSELF OUT AS AN INVESTMENT
ADVISER IN ANY WAY, INCLUDING INDICATING, OR BY ADVERTISEMENT,
CARD, OR LETTERHEAD, OR IN ANY OTHER MANNER INDICATES THAT HE IS,
A FINANCIAL OR INVESTMENT "PLANNER", "COUNSELOR", "CONSULTANT",
OR ANY OTHER SIMILAR TYPE OF ADVISER OR CONSULTANT.

(2) "Investment adviser" does not include:

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