PURPOSE: This rule defines certain terms used in the administration of the Missouri Uniform Securities Act and in the corresponding rules, forms and orders made.

1. (1) When the terms listed in this rule are used in the Missouri Uniform Securities Act (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:

   1. (A) Act means Chapter 409, RSMo, otherwise known as the Missouri Uniform Securities Act;
   2. (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;
   3. (C) Applicant means the person executing an application;

   4. (D) Application means the form prescribed or approved by the commissioner for filing in connection with the—

      1. 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

1. 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;

1. (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;
2. (F) Certified means, when used in connection with financial statements, certified by an independent certified public accountant in accordance with generally accepted accounting practices;
3. (G) CRD System means the NASAA/ NASD Central Registration Depository;
4. (H) Control and controlling person mean possession of the power, authority or means to engage in the management or policymaking 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;
5. (I) Division or Securities Division means the staff of the Division of Securities, Office of Secretary of State of Missouri;
6. (J) IARD System means the NASAA/SEC Investment Adviser Registration Depository;
7. (K) Investment adviser qualifying officer means an officer designated by the investment adviser as responsible for supervision of investment adviser representatives associated with the investment adviser, or if the investment adviser is a natural person or partnership, the person or partner responsible for supervision of investment adviser representatives;
8. (L) Investment company, for the purpose of section 409.305(j) of the Act, means an issuer defined in Section 3, Investment Company Act of 1940;
9. (M) Isolated, for the purpose of section 409.402(b)(1) of the Act, means standing alone, disconnected from any other transactions;
10. (N) NASD means the National Association of Securities Dealers, Inc.;
11. (O) NASAA means the National Association of Securities Administrators Association, Inc;
12. (P) Parent means an affiliate controlling another person;
13. (Q) Predecessor means a person, a major portion of whose business, assets or control has been acquired by another;

14. (R) Promoter means a person who—

    1. 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

1. 2. In connection with the founding and

organizing or reorganizing of the business or enterprise of an issuer, directly or indirectly, 15 CSR 30-50

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;

1. (S) Registrant means an applicant for whom, or an issuer with respect to whose securities, a registration has become effective;

2. (T) Sale or sell—

   1. 1. For the purpose of section

409.401(m)(6)(C) of the Act, the phrase “any act incident to a class vote by stockholders” shall include the issuance of securities by a corporation and the distribution of securities to its security holders or to another corporation or to the security holders of such other corporation, by the issuing corporation or by such other corporation in connection with any merger, consolidation, reclassification of securities or sale of corporate assets referred to in section 409.401(m)(6)(C); and

1. 2. For the purpose of section

409.401(m)(6)(D) of the Act, the phrase “any act incident to a judicially approved reorganization,” shall include the issuance of securities of the types defined in Section 3(a)(7) (receivers’ and trustees’ certificates) and in Section 3(a)(10) (securities issued in reorganizations) of the Securities Act of 1933;

1. (U) Sign or signature means— 1.To execute or adopt a tangible symbol with the present intent to authenticate a record; or

   1. 2. To attach or logically associate an

electronic symbol, sound, or process to or with;

1. (V) SEC means the United States Securities and Exchange Commission;
2. (W) Subsidiary means an affiliate controlled by another person;
3. (X) 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; and
4. (Y) For the purpose of section 409.402(a)(6) of the Act, the words industrial loan association, or similar association organized and supervised under the laws of this state do not include in their meaning any loan and investment company formed under the provisions of Chapter 368, RSMo AUTHORITY: sections 409.406(a) and 409.413(a), RSMo 2000.* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. Amended: Filed Dec. 19, 1975, effective Dec. 31, 1975. Emergency amendment filed Sept. 19, 1977, effective Sept. 29, 1977, expired Jan. 27, 1978. Amended: Filed Oct. 3, 1977, effective Jan. 13, 1978. Emergency amendment filed Aug. 1, 1980, effective Aug. 13, 1980, expired Dec. 11, 1980. Amended: Filed Aug. 13, 1980, effective Dec. 11, 1980. Emergency amendment filed Aug. 4, 1995, effective Aug. 14, 1995, expired Dec. 11, 1995. Amended: Filed Aug. 4, 1995, effective Jan. 30, 1996. Amended: Filed Dec. 17, 2001, effective July 30, 2002.

*Original authority: 409.406(a), RSMo 1967, amended 1978, 1995 and 409.413(a), RSMo 1967.