KRS 355.8-102: Definitions and index of definitions.

(1) In this article:

(a) "Adverse claim" means a claim that a claimant has a property interest in a

financial asset and that it is a violation of the rights of the claimant for another

person to hold, transfer, or deal with the financial asset;

(b) "Bearer form," as applied to a certificated security, means a form in which the

security is payable to the bearer of the security certificate according to its

terms but not by reason of an indorsement;

(c) "Broker" means a person defined as a broker or dealer under the federal

securities laws, but without excluding a bank acting in that capacity;

(d) "Certificated security" means a security that is represented by a certificate;

(e) "Clearing corporation" means:

1. A person that is registered as a "clearing agency" under the federal

securities laws;

2. A federal reserve bank; or

3. Any other person that provides clearance or settlement services with

respect to financial assets that would require it to register as a clearing

agency under the federal securities laws but for an exclusion or

exemption from the registration requirement, i f its activities as a

clearing corporation, including promulgation of rules, are subject to

regulation by a federal or state governmental authority;

(f) "Communicate" means to:

1. Send a signed record; or

2. Transmit information by any mechanism agreed upo n by the persons

transmitting and receiving the information;

(g) 1. "Entitlement holder" means a person identified in the records of a

securities intermediary as the person having a security entitlement

against the securities intermediary.

2. If a person a cquires a security entitlement by virtue of KRS 355.8 -

501(2)(b) or (c), that person is the entitlement holder;

(h) "Entitlement order" means a notification communicated to a securities

intermediary directing transfer or redemption of a financial asset to w hich the

entitlement holder has a security entitlement;

(i) 1. "Financial asset," except as otherwise provided in KRS 355.8 -103,

means:

a. A security;

b. An obligation of a person or a share, participation, or other interest

in a person or in property or a n enterprise of a person, which is, or

is of a type, dealt in or traded on financial markets, or which is

recognized in any area in which it is issued or dealt in as a medium

for investment; or

c. Any property that is held by a securities intermediary for another

person in a securities account if the securities intermediary has

expressly agreed with the other person that the property is to be

treated as a financial asset under this article.

2. As context requires, the term means either the interest itself o r the

means by which a person's claim to it is evidenced, including a

certificated or uncertificated security, a security certificate, or a security

entitlement;

(j) Reserved;

(k) "Indorsement" means a signature that alone or accompanied by other words is

made on a security certificate in registered form or on a separate document for

the purpose of assigning, transferring, or redeeming the security or granting a

power to assign, transfer, or redeem it;

(l) "Instruction" means a notification communicated to the issuer of an

uncertificated security which directs that the transfer of the security be

registered or that the security be redeemed;

(m) "Registered form," as applied to a certificated security, means a form in

which:

1. The security certificate specifies a person entitled to the security; and

2. A transfer of the security may be registered upon books maintained for

that purpose by or on behalf of the issuer, or the security certificate so

states;

(n) "Securities intermediary" means:

1. A clearing corporation; or

2. A person, including a bank or broker, that in the ordinary course of its

business maintains securities accounts for others and is acting in that

capacity;

(o) "Security," except as otherwise provided in KRS 355.8 -103, means an

obligation of an issuer or a share, participation, or other interest in an issuer or

in property or an enterprise of an issuer:

1. Which is represented by a security certificate in bearer or registered

form, or the transfer of which may be registered upon books maintaine d

for that purpose by or on behalf of the issuer;

2. Which is one of a class or series or by its terms is divisible into a class

or series of shares, participations, interests, or obligations; and

3. Which:

a. Is, or is of a type, dealt in or traded on sec urities exchanges or

securities markets; or

b. Is a medium for investment and by its terms expressly provides

that it is a security governed by this article;

(p) "Security certificate" means a certificate representing a security;

(q) "Security entitlement" means the rights and property interest of an e ntitlement

holder with respect to a financial asset specified in Part 5 of this article; and

(r) "Uncertificated security" means a security that is not represented by a

certificate.

(2) The following definitions in this article and other articles of this c hapter apply to

this article:

(a) "Appropriate person." KRS 355.8-107;

(b) "Control." KRS 355.8-106;

(c) "Controllable account." KRS 355.9-102;

(d) "Controllable electronic record." KRS 355.12-102;

(e) "Controllable payment intangible." KRS 355.9-102;

(f) "Delivery." KRS 355.8-301;

(g) "Investment company security." KRS 355.8-103;

(h) "Issuer." KRS 355.8-201;

(i) "Overissue." KRS 355.8-210;

(j) "Protected purchaser." KRS 355.8-303; and

(k) "Securities account." KRS 355.8-501.

(3) In addition, Article 1 of t his chapter contains general definitions and principles of

construction and interpretation applicable throughout this article.

(4) The characterization of a person, business, or transaction for purposes of this article

does not determine the characterizati on of the person, business, or transaction for

purposes of any other law, regulation, or rule.