                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-501)

A. When used in this chapter, unless the context otherwise requires:
			&#8220;Agent&#8221;  means any individual who, as a director, officer,
partner, associate, employee or sales representative of a broker-dealer or
issuer, effects or undertakes to effect sales of securities, otherwise than on
behalf of (i) an issuer either offering a security exempted by subdivision 1, 2,
3, 4, 7, 9, or 10 of subsection A of § 13.1-514 or effecting a transaction with
a &#8220;qualified purchaser&#8221;  as defined by the United States Securities
and Exchange Commission or (ii) a broker-dealer effecting in this Commonwealth
transactions limited to those transactions described in § 15(h)(2) of the
Securities Exchange Act of 1934.			&#8220;Broker-dealer&#8221;  means any person
engaged in the business of selling any type of security other than an interest
or unit in a condominium as defined in § 55.1-2000 or cooperative housing
corporation for the account of others or for his own account otherwise than with
or through a broker-dealer or agent, but does not include an issuer or an agent.
A bank or trust subsidiary formed under Article 3 (§ 6.2-1047 et seq.) of
Chapter 10 of Title 6.2 shall not be considered to be a broker-dealer because
the bank or trust subsidiary formed under Article 3 (§ 6.2-1047 et seq.) of
Chapter 10 of Title 6.2 engages in any one or more of the activities specified
in subparagraph (i), (ii), (iii), (iv), (v), (vi), (viii), (ix) or (x) of §
3(a)(4)(B) or in § 3(a)(5)(C) of the Securities Exchange Act of 1934 under the
conditions described in connection with such laws.			&#8220;Commission&#8221; 
means the State Corporation Commission.			&#8220;Control&#8221;  means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.			&#8220;Cooperative
housing corporation&#8221;  means a corporation in which each member is
entitled, solely by reason of his membership in the corporation, to occupy for
dwelling purposes a house or an apartment in a building owned or leased or to be
owned or leased by the corporation or to purchase a dwelling constructed or to
be constructed by the corporation. The corporation shall not be or intend to be
engaged in any business or activity other than the ownership, leasing,
management, or construction of residential properties for its members, except to
the extent that such business or activity is incidental to the ownership,
leasing, management, or construction of residential properties. The securities
of the corporation shall be issued only in connection with the sale or lease of
dwelling units to persons who are or thereupon become members of the corporation
and shall be transferable by the purchasers only in connection with the transfer
of such dwelling units or leases to other persons who are or thereupon become
members.			&#8220;Federal covered advisor&#8221;  means any person who is
registered or required to be registered under § 203 of the Investment Advisers
Act of 1940 as an &#8220;investment adviser.&#8221;			&#8220;Federal covered
security&#8221;  means any security described as a &#8220;covered
security&#8221; in § 18 of the Securities Act of
1933.			&#8220;Guaranteed&#8221;  means guaranteed as to payment of principal,
interest or dividends.			&#8220;Investment advisor&#8221;  means any person who,
for compensation, engages in the business of advising others, either directly or
through publications or writings, as to the value of securities or as to the
advisability of investing in, purchasing, or selling securities, or who, for
compensation and as part of a regular business, issues or promulgates analyses
or reports concerning securities. Investment advisor also includes financial
planners and other persons who, as an integral component of other financially
related services, provide the foregoing investment advisory services to others
for compensation and as a part of a business or who hold themselves out as
providing the foregoing investment advisory services to others for compensation.
&#8220;Investment advisor&#8221; does not include (i) an investment advisor
representative; (ii) a bank, a bank holding company as defined in the Bank
Holding Company Act of 1956 which is not an investment company, a trust
subsidiary organized under Article 3 (§ 6.2-1047 et seq.) of Chapter 10 of
Title 6.2, a savings institution, a credit union, or a trust company; (iii) a
lawyer, accountant, engineer, or teacher whose performance of these services is
solely incidental to the practice of his profession; (iv) a broker-dealer or his
agent whose performance of these services is solely incidental to the conduct of
his business as a broker-dealer and who receives no special compensation for
them; (v) a publisher of any newspaper, news column, newsletter, news magazine,
or business or financial publication or service, whether communicated in hard
copy form, or by electronic means, or otherwise, that does not consist of the
rendering of advice on the basis of the specific situation of each client; (vi)
any person that is a federal covered advisor; or (vii) such other persons not
within the intent of this definition, as the Commission may designate by rule or
determine by order pursuant to § 13.1-525.			&#8220;Investment advisor
representative&#8221;  means any partner, officer, director of, or a person
occupying a similar status or performing similar functions, or other individual,
except clerical or ministerial personnel, who is employed by or associated with
(a) an investment advisor registered or required to be registered under this
chapter and who does any of the following: (i) makes any recommendations or
otherwise renders advice regarding securities, (ii) manages accounts or
portfolios of clients, (iii) determines which recommendations or advice
regarding securities should be given, (iv) prepares reports or analyses
concerning securities, (v) solicits, offers or negotiates for the sale of or
sells investment advisory services, or (vi) supervises employees who perform any
of the foregoing; or (b) a federal covered advisor, subject to the limitations
of § 203 A of the Investment Advisers Act of 1940, as the Commission may
designate by rule or order. &#8220;Investment advisor representative&#8221; does
not include such other persons employed by or associated with either an
investment advisor or a federal covered advisor not within the intent of this
definition as the Commission may designate by rule or determine by order
pursuant to § 13.1-525.			&#8220;Issuer&#8221;  means any person who issues or
proposes to issue a security, except that:

   1. With respect to certificates of deposit, voting trust certificates or
   collateral trust certificates, and with respect to certificates of interest or
   shares in an unincorporated investment trust not having a board of directors
   or persons performing similar functions, or of the fixed, restricted
   management or unit type, the term &#8220;issuer&#8221; means the person or
   persons performing the acts and assuming the duties of manager;

   2. With respect to equipment trust certificates or like securities,
   &#8220;issuer&#8221; means the person by whom the equipment is or is to be
   used;

   3. With respect to oil, gas or other mineral leases, rights or royalties or
   interests therein, &#8220;issuer&#8221; means the owner of any such lease,
   right, royalty or interest (whether whole or fractional) who creates financial
   interests therein for the purpose of offering to more than five persons.
   				&#8220;Nonissuer distribution&#8221;  means any transaction not directly
   or indirectly for the benefit of the issuer.				&#8220;Offer&#8221;  includes
   every attempt or offer to dispose of, or solicitation of an offer to buy, a
   security or interest in a security for value.				&#8220;Person&#8221;  means
   an individual, a partnership, a corporation, an unincorporated association, a
   government, a subdivision of a government, or a trust in which the interests
   of the beneficiaries are evidenced by securities.				&#8220;Sale&#8221;  or
   &#8220;sell&#8221;  includes every contract of sale of, contract to sell, or
   disposition of, a security or interest in a security for
   value.				&#8220;Securities Act of 1933,&#8221; &#8220;Securities Exchange Act
   of 1934,&#8221; &#8220;Bank Holding Company Act of 1956,&#8221;
   &#8220;Investment Advisers Act of 1940,&#8221; and &#8220;Investment Company
   Act of 1940&#8243;  mean the federal statutes of those names as now or
   hereafter amended.				&#8220;Security&#8221;  means any note; stock; treasury
   stock; bond; debenture; evidence of indebtedness; certificate of interest or
   participation in any profit-sharing agreement; collateral trust certificate;
   preorganization certificate of subscription; transferable share; investment
   contract; voting-trust certificate; certificate of deposit for a security;
   oil, gas or other mineral lease, right or royalty, or any interest therein;
   or, in general, any interest or instrument commonly known as a
   &#8220;security,&#8221; or any certificate of interest or participation in,
   temporary or interim certificate for, guarantee of, or warrant or right to
   subscribe to or purchase, any of the foregoing. However, this definition shall
   not apply to any insurance policy, endowment policy, annuity contract,
   variable annuity contract or any contract or agreement in relation to and in
   consequence of any such policy or contract, issued by an insurance company
   subject to the supervision or control of the Commission&#8217;s Bureau of
   Insurance when the form of such policy or contract has been duly filed with
   the Bureau as now or hereafter required by law.				&#8220;State&#8221;  means
   any state, territory or possession of the United States, including the
   District of Columbia and Puerto Rico.

B. For the purposes of Article 4 (&#xA7; 13.1-507 et seq.) of this chapter, the
terms defined in this section shall not include negotiations or agreements
between the issuer and any underwriter or among underwriters; or any transaction
by the pledgee of a security unless made directly or indirectly for the benefit
of the issuer.

C. Any security given or delivered with, or as a bonus on account of, any
purchase of securities or any other thing shall be deemed to constitute part of
the subject of the purchase and to have been offered and sold for value.

D. Every sale or offer of a warrant or right to purchase or subscribe to another
security of the same issuer or of another person, and every sale or offer, of a
security which gives the holder thereof a present or future right or privilege
to convert the security into another security of the same issuer or of another
person, shall be deemed to include an offer of such other security.

HISTORY: Code 1950, § 13-106; 1956, c. 428; 1966, c. 186; 1974, cc. 409, 479;
1975, c. 75; 1976, c. 229; 1987, c. 678; 1988, c. 536; 1990, c. 5; 1991, cc.
223, 418; 1992, c. 19; 1997, c. 279; 1998, c. 22; 2001, c. 722.