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ISSUER

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.

NONISSUER

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.

INVESTMENT ADVISER

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.

PENSION CONSULTANTS

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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