Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 50 - General › Section 15 CSR 30-50.010 - Definitions

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule defines certain terms used in the
				  administration of the Missouri Securities Act of 2003 and in the corresponding
				  rules, forms, and orders made.
(1) When the terms listed in this rule are
				used in the Missouri Securities Act of 2003 (the Act), these rules, the forms,
				and the orders of the commissioner, the following meanings shall apply (unless
				the context otherwise requires), together with those which may later appear to
				the extent that they are not inconsistent with definitions provided in Chapter
				409, RSMo:
(A) Act means Chapter 409, RSMo,
				otherwise known as the Missouri Securities Act of 2003;
(B) Affiliate means a person who, directly or
				indirectly, through one (1) or more intermediaries, controls, or is controlled
				by, or is under common control with, another person;
(C) Applicant means the person executing an
				application;
(D) Application means
				the form prescribed or approved by the commissioner for filing in connection
				with the-
1. Registration of securities,
				including any amendment to the form and any information, document, report, or
				memorandum filed as a part of the form or incorporated in the form by
				reference; it includes the registration statement; and
2. Registration as a broker-dealer, agent,
				investment adviser, or representative of an investment adviser, including any
				amendment to the form and any information, document, report, or memorandum
				filed as a part of the form or incorporated in the form by reference;
(E) Associate means a corporation
				or organization (other than an issuer or a majority-owned subsidiary of an
				issuer) of which a person is an officer or partner, or is, directly or
				indirectly, the beneficial owner of ten percent (10%) or more of any class of
				equity securities; a trust or other estate in which a person has a substantial
				beneficial interest or as to which s/he serves as trustee or in a similar
				capacity; and a relative or spouse of a person, or any relative of his/her
				spouse, who has the same home as the person or who is a director or officer of
				an issuer or any of its parents or subsidiaries;
(F) Certified means, when used in connection
				with financial statements, certified by an independent certified public
				accountant in accordance with generally accepted accounting principles;
(G) Chief compliance officer means
				an individual, who is both a supervised person and an investment adviser
				representative of the firm, responsible for administering the supervisory or
				compliance policies and procedures an investment adviser adopts under
				"Supervision Guidelines for Investment Advisers" in
				15 CSR
				30-51.173;
(H) CRD System means the NASAA/FINRA Central
				Registration Depository;
(I)
				Control and controlling person mean possession of the power, authority, or
				means to engage in the management or policy-making functions of a person,
				directly or indirectly, through ownership of securities, by contract or
				otherwise. An officer, director, partner, or trustee or individual occupying
				similar status or performing similar functions or a person owning ten percent
				(10%) or more of the outstanding shares of any class or classes of securities
				of another shall be presumed a controlling person;
(J) Division or Securities Division means the
				staff of the Securities Division, Office of Secretary of State of
				Missouri;
(K) FINRA means the
				Financial Industry Regulatory Authority;
(L) IARD System means the NASAA/SEC
				Investment Adviser Registration Depository;
(M) Isolated, for the purpose of section
				409.2-202(1)
				of the Act, means standing alone, disconnected from any other
				transactions;
(N) NASAA means the
				North American Securities Administrators Association, Inc.;
(O) Parent means an affiliate controlling
				another person;
(P) Predecessor
				means a person, a major portion of whose business, assets, or control has been
				acquired by another;
(Q) Promoter
				means a person who-
1. Acting alone or in
				conjunction with one (1) or more other persons, directly or indirectly, takes
				the initiative in founding and organizing or reorganizing the business or
				enterprise of an issuer; and
2. In
				connection with the founding and organizing or reorganizing of the business or
				enterprise of an issuer, directly or indirectly, receives in consideration of
				services or property, or both services and property, a substantial amount of
				any class of securities of the issuer or a substantial amount of the proceeds
				from the sale of any class of securities;
(R) Registrant means an applicant for whom,
				or an issuer with respect to whose securities, a registration has become
				effective;
(S) SEC means the United
				States Securities and Exchange Commission;
(T) Subsidiary means an affiliate controlled
				by another person;
(U) Supervised
				person means any partner, officer, director (or other person occupying a
				similar status or performing similar functions), investment adviser
				representative, employee of an investment adviser, or other person who provides
				investment advice on behalf of the investment adviser and is subject to the
				supervision and control of the investment adviser;
(V) Underwriter means a person who has
				purchased from an issuer or an affiliate of an issuer with a view to, or offers
				or sells for an issuer or an affiliate of an issuer in connection with, the
				distribution of any security, or participates or has a participation in the
				direct or indirect underwriting of any such undertaking. Not included is a
				person whose interest is limited to a commission from an underwriter or dealer
				not in excess of the usual and customary distributors' or sellers'
				commission;
(W) Viatical
				settlement, for the purpose of section
				409.1-102(28)(E),
				RSMo, includes, but is not limited to, a viatical settlement contract which
				means a written agreement establishing the terms under which compensation or
				anything of value will be paid, which compensation or value is less than the
				expected death benefit of the insurance policy or certificate, in return for
				the viator's assignment, transfer, sale, devise, or bequest of the death
				benefit or ownership of any portion of the insurance policy or certificate of
				insurance. A viatical settlement contract also includes:
1. A contract for a loan or other financing
				transaction with a viator secured primarily by an individual or group life
				insurance policy, other than a loan by a life insurance company pursuant to the
				terms of the life insurance contract, or a loan secured by the cash value of a
				policy; and
2. An agreement with a
				viator to transfer ownership or change the beneficiary designation at a later
				date regardless of the date that compensation is paid to the viator; and (X)
				For the purpose of section
				409.2-201(3)
				of the Act, the words banking institution or other depository institution do
				not include any loan and investment company formed under the provisions of
				Chapter 368, RSMo.