{"data":{"id":"us-ky/krs-292.310","jurisdiction":"us-ky","citation":"KRS 292.310","heading":"Definitions for chapter.","body":"When used in this chapter, unless the context otherwise requires:\n(1) \"Agent\" means any individual other than a broker -dealer who represents a broker -\ndealer or issuer in effecting or attempting to effect purchases or sales of securities;\n(2) \"Broker-dealer\" means any person engaged in the business of effecting transactions\nin securities for the account of others or for his own account. \"Broker -dealer\" does\nnot include an agent, issuer, bank, savings institution, or trust company;\n(3) \"Certified\" means, when  used in regard to financial statements, examined and\nreported upon in accordance with generally accepted auditing standards with an\nopinion expressed by a certified public accountant;\n(4) \"Commissioner\" means the commissioner of the Department of Financia l\nInstitutions or any individual employee of the Department of Financial Institutions\nexpressly designated by statute or order of the commissioner to act in the\ncommissioner's place;\n(5) \"Covered adviser\" means any person who is registered under Section 20 3 of the\nInvestment Advisers Act of 1940, 15 U.S.C. sec. 80b-3;\n(6) \"Covered security\" means any security that is or upon completion of a transaction\nwill be a covered security under Section 18(b) of the Securities Act of 1933, 15\nU.S.C. sec. 77r(b), or rules or regulations promulgated thereunder;\n(7) \"Department\" means the Department of Financial Institutions of the Commonwealth\nof Kentucky;\n(8) \"Fraud,\" \"deceit,\" and \"defraud\" are not limited to common-law deceit;\n(9) \"Guaranteed\" means guaranteed as to payment of principal, interest, or dividends;\n(10) \"Insolvent\" means either a person's liabilities exceed the person's assets, or the\nperson cannot meet obligations as they mature;\n(11) \"Investment adviser\" means any person who, for compensation, directly o r\nindirectly, engages in the business of advising others, either directly or through\npublications or writings, as to the value of securities or as to the advisability of\ninvesting in, purchasing, or selling securities, or who, for compensation and as a\npart of a regular business, issues or promulgates analyses or reports concerning\nsecurities. \"Investment adviser\" does not include:\n(a) A bank, savings institution, or trust company;\n(b) A lawyer, accountant, engineer, or teacher whose performance of these\nservices is solely incidental to the practice of his profession;\n(c) A broker -dealer whose performance of these services is solely incidental to\nthe conduct of his business as a broker -dealer and who receives no special\ncompensation for them;\n(d) A publisher of any bona fide newspaper, news magazine, or business or\nfinancial publication of general, regular, and paid circulation;\n(e) A person whose advice, analyses, or reports relate only to securities exempted\nby KRS 292.400(1);\n(f) An investment adviser representative or a person excluded from the definition\nof investment adviser representative;\n(g) A person who is excluded from the definition of investment adviser under\nSection 202(a)(11 ) of the Investment Advisers Act of 1940, 15 U.S.C. sec.\n80b-2(a)(11);\n(h) A covered adviser; or\n(i) Such other persons not within the intent of this subsection as the\ncommissioner may by rule or order designate;\n(12) \"Investment adviser representative\" means an individual employed by or associated\nwith an investment adviser or covered adviser and who makes any\nrecommendations or otherwise gives investment advice regarding securities,\nmanages accounts or portfolios of clients, determines which recommendatio ns or\nadvice regarding securities should be given, provides investment advice or holds\nhimself or herself out as providing investment advice, receives compensation to\nsolicit, offer, or negotiate for the sale of or for selling investment advice, or\nsupervises employees who perform any of the foregoing. The term does not include\nan individual who:\n(a) Performs only clerical or ministerial acts;\n(b) Is an agent whose performance of investment advice is solely incidental to the\nindividual acting as an agent a nd who does not receive special compensation\nfor investment advisory services;\n(c) Is employed by or associated with a covered adviser, unless the individual has\na \"place of business\" in this state as that term is defined by rule adopted under\nSection 203A of the Investment Advisers Act of 1940, 15 U.S.C. sec. 80b -3a,\nand is either:\n1. An \"investment adviser representative\" as that term is defined by rule\nadopted under Section 203A of the Investment Advisers Act of 1940, 15\nU.S.C. sec. 80b-3a; or\n2. Not a \" supervised person\" as that term is defined in Section 202(a)(25)\nof the Investment Advisers Act of 1940, 15 U.S.C. sec. 80b-2(a)(25); or\n(d) Is excluded by the commissioner pursuant to order or regulation;\n(13) \"Issuer\" means any person who issues or propo ses to issue any security, except that\nwith respect to certificates of deposit, voting trust certificates, or collateral -trust\ncertificates, or with respect to certificates of interest or shares in an unincorporated\ninvestment trust not having a board of d irectors, or persons performing similar\nfunctions, or of the fixed, restricted management, or unit type, the term \"issuer\"\nmeans the person or persons performing the acts and assuming the duties of\ndepositor or manager pursuant to the provisions of the tru st or other agreement or\ninstrument under which the security is issued, and except that with respect to\nfractional undivided interests in oil, gas, or other mineral rights, the term \"issuer\"\nmeans the owner of any such right or of an interest in such right , whether whole or\nfractional, who creates fractional interests therein for the purpose of distribution;\n(14) \"Nonissuer\" means not directly or indirectly for the benefit of the issuer;\n(15) \"Person\" means an individual, a limited liability company, a corp oration, a\npartnership, a limited partnership, an association, a joint -stock company, a trust\nwhere the interests of the beneficiaries are evidenced by a security, an\nunincorporated organization, a government, or a political subdivision of a\ngovernment;\n(16) \"Rule\" or \"regulation\" means either or both administrative rules or administrative\nregulations promulgated by any governmental or other regulatory or self -regulatory\nentity, as the context requires;\n(17) \"Sale\" or \"sell\" includes every contract of sale of, contract to sell, or disposition of,\na security or interest in a security for value. \"Offer\" or \"offer to sell\" includes every\nattempt to offer to dispose of, or solicitation of an offer to buy, a security or interest\nin a security for value. Any secur ity given or delivered with, or as a bonus on\naccount of, any purchase of securities or any other thing is considered to constitute\npart of the subject of the purchase and to have been offered and sold for value. A\npurported gift of assessable stock is con sidered to involve an offer and sale. Every\nsale or offer of a warrant or right to purchase or subscribe to another security of the\nsame or another issuer, as well as every sale or offer, of a security which gives the\nholder a present or future right or pr ivilege to convert into another security of the\nsame or another issuer, is considered to include an offer of the other security;\n(18) \"Securities Act of 1933,\" 15 U.S.C. secs. 77a et seq., \"Securities Exchange Act of\n1934,\" 15 U.S.C. secs. 78a et seq., \"Pu blic Utility Holding Company Act of 1935,\"\n15 U.S.C. secs. 79 et seq., and \"Investment Company Act of 1940,\" 15 U.S.C. secs.\n80a-1 et seq. mean the federal statutes of those names as amended before or after\nJanuary 1, 1961;\n(19) \"Security\" means any note, stock, treasury stock, bond, debenture, evidence of\nindebtedness, certificate of interest or participation in any profit -sharing agreement,\ncollateral-trust certificate, preorganization certificate or subscription, transferable\nshare, investment contract, life settlement investment, voting -trust certificate,\ncertificate of deposit for a security; fractional undivided interest in oil, gas, or other\nmineral rights; or, in general, any interest or instrument commonly known as a\n\"security,\" or any certificate o f interest in or participation in, temporary or interim\ncertificate for, receipt for, guarantee of, or warrant or right to subscribe to or\npurchase, any of the foregoing. \"Security\" does not include any insurance or\nendowment policy or annuity contract under which an insurance company promises\nto pay a fixed number of dollars either in a lump sum or periodically for life or\nsome other specified period;\n(20) \"Sign\" means with present intent to authenticate or adopt a record to:\n(a) Execute or adopt a tangible symbol; or\n(b) Attach or logically associate with the record an electronic symbol, sound, or\nprocess;\n(21) \"State\" means any state, commonwealth, territory, or possession of the United\nStates, as well as the District of Columbia and Puerto Rico;\n(22) \"Life settlement investment\" means the contractual right to receive any portion of\nthe death benefit or ownership of a life insurance policy or certificate, for\nconsideration that is less than the expected death benefit of the life insurance policy\nor certificate. \"Life settlement investment\" does not include:\n(a) Any transaction between an owner and a life settlement provider as defined by\nKRS 304.15-020 and 304.15-700 to 304.15-720;\n(b) Any transfer of ownership or beneficial interest in a life insurance policy from\na life settlement provider to another life settlement provider as defined by\nKRS 304.15-020 and 304.15 -700 to 304.15 -720 or to any legal entity formed\nsolely for the purpose o f holding ownership or beneficial interest in a life\ninsurance policy or policies;\n(c) The bona fide assignment of a life insurance policy to a bank, savings bank,\nsavings and loan association, credit union, or other licensed lending institution\nas collateral for a loan; or\n(d) The exercise of accelerated benefits pursuant to the terms of a life insurance\npolicy issued in accordance with Subtitle 15 of KRS Chapter 304; and\n(23) Nothing in this section shall be construed to affect the classification of prope rty for\nad valorem tax purposes.","path":["KRS Chapter 292"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=15534","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:57:23Z","sha256":"f8fda013f800d9824481b45e7a36765b9eeef97c303388f5580009a5957f011d","source_id":"us-ky","stale":false,"prev":"us-ky/krs-292.290","next":"us-ky/krs-292.313"},"notice":"GroundRules: Original legal text. Not legal advice."}