Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 10 - GENERAL ADMINISTRATION - SECURITIES ACT › Section 21VAC5-10-40 - Definitions

Current through Register Vol. 40, No. 24, July 15, 2024
As used in this title, the following regulations and forms
				  pertaining to securities, instructions and orders of the commission, the
				  following meanings shall apply:
"Act" means the Securities Act contained in Chapter 5 (§
				  13.1-501 et seq.) of Title 13.1 of the Code of Virginia.
"Applicant" means a person on whose behalf an application for
				  registration or a registration statement is filed.
"Application" means all information required by the forms
				  prescribed by the commission as well as any additional information required by
				  the commission and any required fees.
"Bank Holding Company Act of 1956" ( 12 USC § 1841 et
				  seq.) means the federal statute of that name as now or hereafter
				  amended.
"Boiler room tactics" mean operations or high pressure
				  tactics utilized in connection with the promotion of speculative offerings by
				  means of an intensive telephone campaign or unsolicited calls to persons not
				  known by or having an account with the salesmen or broker-dealer represented by
				  him, whereby the prospective purchaser is encouraged to make a hasty decision
				  to invest, irrespective of his investment needs and objectives.
"Breakpoint" means the dollar level of investment necessary
				  to qualify a purchaser for a discounted sales charge on a quantity purchase of
				  open-end management company shares.
"Commission" means State Corporation Commission.
"CRD" means the Central Registration Depository operated by
				  FINRA as the central licensing and registration system for the United States
				  securities industry and its regulators.
"Division" means Division of Securities and Retail
				  Franchising of the Virginia State Corporation Commission.
"Federal covered advisor" means any person who is registered
				  or required to be registered under § 203 of the Investment Advisers Act of
				  1940 as an "investment adviser."
"FINRA" means the Financial Industry Regulatory Authority,
				  Inc. or any of its predecessors.
"IARD" means the Investment Advisor Registration Depository
				  operated by FINRA as the central licensing and registration system for the
				  United States securities industry and its regulators.
"Investment Advisers Act of 1940" ( 15 USC § 80b-1 et
				  seq.) means the federal statute of that name as now or hereafter
				  amended.
Notwithstanding the definition in § 13.1-501 of the Act,
				  "investment advisor representative" as applied to a federal covered advisor
				  only includes an individual who has a "place of business" (as that term is
				  defined in rules or regulations promulgated by the SEC) in this Commonwealth
				  and who either:
1. Is an "investment
				advisor representative" as that term is defined in rules or regulations
				promulgated by the SEC; or
2.
a. Is not a "supervised person" as that term
				is defined in the Investment Advisers Act of 1940; and
b. Solicits, offers or negotiates for the
				sale of or sells investment advisory services on behalf of a federal covered
				advisor.
"Investment Company Act of 1940" ( 15 USC § 80a-1 et
				  seq.) means the federal statute of that name as now or hereafter
				  amended.
"NASAA" means the North American Securities Administrators
				  Association, Inc.
"Notice" or "notice filing" means, with respect to a federal
				  covered advisor or federal covered security, all information required by the
				  regulations and forms prescribed by the commission and any required fee.
"Qualified investment advisor representative" means a person
				  who possesses the requisite skill, knowledge, and experience to be designated
				  to supervise other investment advisor representatives. A qualified investment
				  advisor representative shall comply with the examination or qualification
				  requirements pursuant to
				  21VAC5-80-130.
"Registrant" means an applicant for whom a registration or
				  registration statement has been granted or declared effective by the
				  commission.
"SEC" means the United States Securities and Exchange
				  Commission.
"Securities Act of 1933" ( 15 USC § 77a et seq.) means
				  the federal statute of that name as now or hereafter amended.
"Securities Exchange Act of 1934" ( 15 USC § 78a et
				  seq.) means the federal statute of that name as now or hereafter
				  amended.
"Solicitation" means an offer to one or more persons by any
				  of the following means or as a result of contact initiated through any of these
				  means:
1. Television, radio, or any
				broadcast medium;
2. Newspaper,
				magazine, periodical, or any other publication of general
				circulation;
3. Poster, billboard,
				Internet posting, or other communication posted for the general
				public;
4. Brochure, flier,
				handbill, or similar communication, unless the offeror has a substantial
				preexisting business relationship or close family or personal relationship with
				each of the offerees;
5. Seminar or
				group meeting, unless the offeror has a substantial preexisting business
				relationship or close family or personal relationship with each of the
				offerees; or
6. Telephone,
				facsimile, mail, delivery service, or electronic communication, unless the
				offeror has a substantial preexisting business relationship or close family or
				personal relationship with each of the offerees.