                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-501)

A. When used in this chapter, unless the context otherwise requires:
			&#8220;Agent&#8221;  means any individual who, as a director, officer,
partner, associate, employee or sales representative of a broker-dealer or
issuer, effects or undertakes to effect sales of securities, otherwise than on
behalf of (i) an issuer either offering a security exempted by subdivision 1, 2,
3, 4, 7, 9, or 10 of subsection A of § 13.1-514 or effecting a transaction with
a &#8220;qualified purchaser&#8221;  as defined by the United States Securities
and Exchange Commission or (ii) a broker-dealer effecting in this Commonwealth
transactions limited to those transactions described in § 15(h)(2) of the
Securities Exchange Act of 1934.
			&#8220;Broker-dealer&#8221;  means any person engaged in the business of
selling any type of security other than an interest or unit in a condominium as
defined in § 55.1-2000 or cooperative housing corporation for the account of
others or for his own account otherwise than with or through a broker-dealer or
agent, but does not include an issuer or an agent. A bank or trust subsidiary
formed under Article 3 (§ 6.2-1047 et seq.) of Chapter 10 of Title 6.2 shall
not be considered to be a broker-dealer because the bank or trust subsidiary
formed under Article 3 (§ 6.2-1047 et seq.) of Chapter 10 of Title 6.2 engages
in any one or more of the activities specified in subparagraph (i), (ii), (iii),
(iv), (v), (vi), (viii), (ix) or (x) of § 3(a)(4)(B) or in § 3(a)(5)(C) of the
Securities Exchange Act of 1934 under the conditions described in connection
with such laws.
			&#8220;Commission&#8221;  means the State Corporation Commission.
			&#8220;Control&#8221;  means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by contract, or
otherwise.
			&#8220;Cooperative housing corporation&#8221;  means a corporation in which
each member is entitled, solely by reason of his membership in the corporation,
to occupy for dwelling purposes a house or an apartment in a building owned or
leased or to be owned or leased by the corporation or to purchase a dwelling
constructed or to be constructed by the corporation. The corporation shall not
be or intend to be engaged in any business or activity other than the ownership,
leasing, management, or construction of residential properties for its members,
except to the extent that such business or activity is incidental to the
ownership, leasing, management, or construction of residential properties. The
securities of the corporation shall be issued only in connection with the sale
or lease of dwelling units to persons who are or thereupon become members of the
corporation and shall be transferable by the purchasers only in connection with
the transfer of such dwelling units or leases to other persons who are or
thereupon become members.
			&#8220;Federal covered advisor&#8221;  means any person who is registered or
required to be registered under § 203 of the Investment Advisers Act of 1940 as
an &#8220;investment adviser.&#8221;
			&#8220;Federal covered security&#8221;  means any security described as a
&#8220;covered security&#8221; in § 18 of the Securities Act of 1933.
			&#8220;Guaranteed&#8221;  means guaranteed as to payment of principal,
interest or dividends.
			&#8220;Investment advisor&#8221;  means any 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 securities, or who, for
compensation and as part of a regular business, issues or promulgates analyses
or reports concerning securities. Investment advisor also includes financial
planners and other persons who, as an integral component of other financially
related services, provide the foregoing investment advisory services to others
for compensation and as a part of a business or who hold themselves out as
providing the foregoing investment advisory services to others for compensation.
&#8220;Investment advisor&#8221; does not include (i) an investment advisor
representative; (ii) a bank, a bank holding company as defined in the Bank
Holding Company Act of 1956 which is not an investment company, a trust
subsidiary organized under Article 3 (§ 6.2-1047 et seq.) of Chapter 10 of
Title 6.2, a savings institution, a credit union, or a trust company; (iii) a
lawyer, accountant, engineer, or teacher whose performance of these services is
solely incidental to the practice of his profession; (iv) a broker-dealer or his
agent 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; (v) a publisher of any newspaper, news column, newsletter, news magazine,
or business or financial publication or service, whether communicated in hard
copy form, or by electronic means, or otherwise, that does not consist of the
rendering of advice on the basis of the specific situation of each client; (vi)
any person that is a federal covered advisor; or (vii) such other persons not
within the intent of this definition, as the Commission may designate by rule or
determine by order pursuant to § 13.1-525.
			&#8220;Investment advisor representative&#8221;  means any partner, officer,
director of, or a person occupying a similar status or performing similar
functions, or other individual, except clerical or ministerial personnel, who is
employed by or associated with (a) an investment advisor registered or required
to be registered under this chapter and who does any of the following: (i) makes
any recommendations or otherwise renders advice regarding securities, (ii)
manages accounts or portfolios of clients, (iii) determines which
recommendations or advice regarding securities should be given, (iv) prepares
reports or analyses concerning securities, (v) solicits, offers or negotiates
for the sale of or sells investment advisory services, or (vi) supervises
employees who perform any of the foregoing; or (b) a federal covered advisor,
subject to the limitations of § 203 A of the Investment Advisers Act of 1940,
as the Commission may designate by rule or order. &#8220;Investment advisor
representative&#8221; does not include such other persons employed by or
associated with either an investment advisor or a federal covered advisor not
within the intent of this definition as the Commission may designate by rule or
determine by order pursuant to § 13.1-525.
			&#8220;Issuer&#8221;  means any person who issues or proposes to issue a
security, except that:

   1. With respect to certificates of deposit, voting trust certificates or
   collateral trust certificates, and 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 &#8220;issuer&#8221; means the person or
   persons performing the acts and assuming the duties of manager;

   2. With respect to equipment trust certificates or like securities,
   &#8220;issuer&#8221; means the person by whom the equipment is or is to be
   used;

   3. With respect to oil, gas or other mineral leases, rights or royalties or
   interests therein, &#8220;issuer&#8221; means the owner of any such lease,
   right, royalty or interest (whether whole or fractional) who creates financial
   interests therein for the purpose of offering to more than five persons.
   				&#8220;Nonissuer distribution&#8221;  means any transaction not directly
   or indirectly for the benefit of the issuer.
   				&#8220;Offer&#8221;  includes every attempt or offer to dispose of, or
   solicitation of an offer to buy, a security or interest in a security for
   value.
   				&#8220;Person&#8221;  means an individual, a partnership, a corporation,
   an unincorporated association, a government, a subdivision of a government, or
   a trust in which the interests of the beneficiaries are evidenced by
   securities.
   				&#8220;Sale&#8221;  or &#8220;sell&#8221;  includes every contract of sale
   of, contract to sell, or disposition of, a security or interest in a security
   for value.
   				&#8220;Securities Act of 1933,&#8221; &#8220;Securities Exchange Act of
   1934,&#8221; &#8220;Bank Holding Company Act of 1956,&#8221; &#8220;Investment
   Advisers Act of 1940,&#8221; and &#8220;Investment Company Act of 1940&#8243; 
   mean the federal statutes of those names as now or hereafter amended.
   				&#8220;Security&#8221;  means any note; stock; treasury stock; bond;
   debenture; evidence of indebtedness; certificate of interest or participation
   in any profit-sharing agreement; collateral trust certificate; preorganization
   certificate of subscription; transferable share; investment contract;
   voting-trust certificate; certificate of deposit for a security; oil, gas or
   other mineral lease, right or royalty, or any interest therein; or, in
   general, any interest or instrument commonly known as a
   &#8220;security,&#8221; or any certificate of interest or participation in,
   temporary or interim certificate for, guarantee of, or warrant or right to
   subscribe to or purchase, any of the foregoing. However, this definition shall
   not apply to any insurance policy, endowment policy, annuity contract,
   variable annuity contract or any contract or agreement in relation to and in
   consequence of any such policy or contract, issued by an insurance company
   subject to the supervision or control of the Commission&#8217;s Bureau of
   Insurance when the form of such policy or contract has been duly filed with
   the Bureau as now or hereafter required by law.
   				&#8220;State&#8221;  means any state, territory or possession of the
   United States, including the District of Columbia and Puerto Rico.

B. For the purposes of Article 4 (&#xA7; 13.1-507 et seq.) of this chapter, the
terms defined in this section shall not include negotiations or agreements
between the issuer and any underwriter or among underwriters; or any transaction
by the pledgee of a security unless made directly or indirectly for the benefit
of the issuer.

C. Any security given or delivered with, or as a bonus on account of, any
purchase of securities or any other thing shall be deemed to constitute part of
the subject of the purchase and to have been offered and sold for value.

D. Every sale or offer of a warrant or right to purchase or subscribe to another
security of the same issuer or of another person, and every sale or offer, of a
security which gives the holder thereof a present or future right or privilege
to convert the security into another security of the same issuer or of another
person, shall be deemed to include an offer of such other security.

HISTORY: Code 1950, § 13-106; 1956, c. 428; 1966, c. 186; 1974, cc. 409, 479;
1975, c. 75; 1976, c. 229; 1987, c. 678; 1988, c. 536; 1990, c. 5; 1991, cc.
223, 418; 1992, c. 19; 1997, c. 279; 1998, c. 22; 2001, c. 722.