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