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An issuer is any person that issues or simply proposes to issue a security. Issuers include:

• Corporations

• U.S. government and agencies

• State and local governments

In an issuer or primary transaction, the issuer receives the proceeds from the sale.


A nonissuer is anyone who does not issue or propose to issue a security. All secondary-market transactions that take place on an exchange or in the over-the-counter (OTC) market are nonissuer transactions, and the selling security holder receives the proceeds from the sale.


An investment adviser is any person who is actively involved in and receives a fee for any of the following:

• Issuing research reports or analysis.

• Publishing a market letter based on market developments or conditions.

• Advising clients as to the advisability of the purchase or sale of a security.

• Providing investment advisory services as a complement to their services and claiming to provide such services for a fee.

• Presenting him- or herself as an investment adviser, also known as the shingle rule.

• Providing advice about selecting portfolio managers or asset allocation.

• Nationally recognized statistical ratings organizations such as Moody's.

• Serving as a pension consultant.


A pension consultant is anyone who advises employees on how to fund their employee benefit plans. A person would also be considered to be a pension consultant if he or she advises employees on the selection of asset managers or investment advisers for the plan. An investment adviser is not:

• A bank or savings and loan.

• A broker dealer.

• An agent.

• A lawyer, accountant, teacher, engineer (LATE) whose services are incidental to his or her business and who do not receive a specific fee for such services.

• Any person exempted by the administrator or SEC.

• Individuals who only provide advice relating to government securities.

• Publishers of newspapers and magazines.

• Securities information processors.

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