In this chapter, unless the context otherwise requires,

(1) “administrator” means the commissioner of commerce, community, and economic development or a designee of the commissioner;

(2) “agent” means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities; however, a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term; “agent” does not include an individual excluded by a regulation adopted or order issued under this chapter;

(3) “bank” means

(A) a banking institution organized under the laws of the United States;

(B) a member bank of the Federal Reserve System;

(C) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the United States Comptroller of the Currency under 12 U.S.C. 92a, that is supervised and examined by a state or federal agency having supervision over banks, and that is not operated for the purpose of evading this chapter; and

(D) a receiver, conservator, or other liquidating agent of any institution or firm included in (A), (B), or (C) of this paragraph;

(4) “broker-dealer” means a person engaged in the business of effecting transactions in securities for the accounts of others or for the person's own account; “broker-dealer” does not include

(A) an agent;

(B) an issuer;

(C) a bank, trust company organized or chartered under the laws of this state, or savings institution if its activities as a broker-dealer are limited to those specified in 15 U.S.C. 78c(a)(4)(B)(i) - (vi), (viii) - (x), and (xi) if limited to unsolicited transactions, or 15 U.S.C. 78c(a)(5)(B) and (C), or a bank that satisfies the conditions described in 15 U.S.C. 78c(a)(4);

(D) an international banking institution; or

(E) a person excluded by a regulation adopted or order issued under this chapter;

(5) “defraud” includes engaging in common law deceit;

(6) “department” means the Department of Commerce, Community, and Economic Development;

(7) “depository institution” means

(A) a bank; or

(B) a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law; “depository institution” does not include

(i) an insurance company or other organization primarily engaged in the business of insurance;

(ii) a Morris Plan bank; or

(iii) an industrial loan company that is not an insured depository institution as defined in 12 U.S.C. 1813(c)(2) (Federal Deposit Insurance Act), or any successor federal statute;

(8) “federal covered investment adviser” means a person registered under 15 U.S.C. 80b-1 - 80b-21 (Investment Advisers Act of 1940);

(9) “federal covered security” means a security that is, or upon completion of a transaction will be, a covered security under 15 U.S.C. 77r(b) (Securities Act of 1933) or rules or regulations adopted under that provision;

(10) “filing” means the receipt under this chapter of a record by the administrator or a designee of the administrator;

(11) “former AS 45.55” means AS 45.55 as the provisions under that chapter read on the day before the effective date of this section;

(12) “fraud” and “deceit” include common law deceit;

(13) “guaranteed” means guaranteed as to payment of all principal and all interest;

(14) “institutional investor” means any of the following, whether acting for itself or for others in a fiduciary capacity:

(A) a depository institution, a trust company organized or chartered under the laws of this state, or an international banking institution;

(B) an insurance company;

(C) a separate account of an insurance company;

(D) an investment company as defined in 15 U.S.C. 80a-1 - 80a-64 (Investment Company Act of 1940);

(E) a broker-dealer registered under 15 U.S.C. 78a – 78pp (Securities Exchange Act of 1934);

(F) an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a named fiduciary, as defined in 29 U.S.C. 1102(a)(2) (Employee Retirement Income Security Act of 1974), that is a broker-dealer registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934), an investment adviser registered or exempt from registration under 15 U.S.C. 80b-1 - 80b-21 (Investment Advisers Act of 1940), an investment adviser registered under this chapter, a depository institution, or an insurance company;

(G) a plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a legally designated public official or by a named fiduciary, as defined in 29 U.S.C. 1102(a)(2) (Employee Retirement Income Security Act of 1974), that is a broker-dealer registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934), an investment adviser registered or exempt from registration under 15 U.S.C. 80b-1 - 80b-21 (Investment Advisers Act of 1940), an investment adviser registered under this chapter, a depository institution, or an insurance company;

(H) a trust if that trust has total assets in excess of $10,000,000, the trustee of the trust is a depository institution, and the participants in the trust are exclusively plans of the types identified in (F) or (G) of this paragraph, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;

(I) an organization described in 26 U.S.C. 501(c)(3) (Internal Revenue Code), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $10,000,000;

(J) a small business investment company licensed by the United States Small Business Administration under 15 U.S.C. 681(c) (Small Business Investment Act of 1958) with total assets in excess of $10,000,000;

(K) a private business development company as defined in 15 U.S.C. 80b-2(a)(22) (Investment Advisers Act of 1940) with total assets in excess of $10,000,000;

(L) a federal covered investment adviser acting for its own account;

(M) a qualified institutional buyer, as defined in 17 C.F.R. 230.144A, other than 17 C.F.R. 230.144A(a)(1)(i)(H), adopted under 15 U.S.C. 77a - 77aa (Securities Act of 1933);

(N) a major United States institutional investor, as defined in 17 C.F.R. 240.15a-6(b)(4)(i), adopted under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934);

(O) any other person, other than an individual, of institutional character with total assets in excess of $10,000,000 not organized for the specific purpose of evading this chapter; or

(P) any other person specified by regulation adopted or order issued under this chapter;

(15) “insurance company” means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and that is subject to supervision by the insurance commissioner or a similar official or agency of a state;

(16) “insured” means insured as to payment of all principal and all interest;

(17) “international banking institution” means an international financial institution of which the United States is a member and whose securities are exempt from registration under 15 U.S.C. 77a - 77aa (Securities Act of 1933);

(18) “investment adviser” means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or produces analyses or reports concerning securities; “investment adviser” includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice to others for compensation as part of a business or that holds itself out as providing investment advice to others for compensation; “investment adviser” does not include

(A) an investment adviser representative;

(B) a lawyer, accountant, engineer, or teacher whose performance of investment advice is solely incidental to the practice of the person's profession;

(C) a broker-dealer or its agents whose performance of investment advice is solely incidental to the conduct of business as a broker-dealer and that does not receive special compensation for the investment advice;

(D) a publisher of a bona fide newspaper, news magazine, or business or financial publication of general and regular circulation;

(E) a federal covered investment adviser;

(F) a bank, a trust company organized or chartered under the laws of this state, or a savings institution;

(G) any other person that is excluded by 15 U.S.C. 80b-1 - 80b- 21 (Investment Advisers Act of 1940) from the definition of investment adviser; or

(H) any other person excluded by a regulation adopted or order issued under this chapter;

(19) “investment adviser representative” means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or offers to provide investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing; “investment adviser representative” does not include an individual who

(A) performs only clerical or ministerial acts;

(B) is an agent whose performance of investment advice is solely incidental to the individual's acting as an agent and who does not receive special compensation for investment advisory services;

(C) is employed by or associated with a federal covered investment adviser, unless the individual has a place of business in this state, as that term is defined by rule adopted under 15 U.S.C. 80b-3a (Investment Advisers Act of 1940) and is

(i) an investment adviser representative, as that term is defined by rule adopted under 15 U.S.C. 80b-3a (Investment Advisers Act of 1940); or

(ii) not a supervised person, as that term is defined in 15 U.S.C. 80b-2(a)(25) (Investment Advisers Act of 1940); or

(D) is excluded by a regulation adopted or order issued under this chapter;

(20) “issuer” means a person that issues or proposes to issue a security, subject to the following:

(A) the issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager under the trust or other agreement or instrument under which the security is issued;

(B) the issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property is or will be used or to which the property or equipment is or will be leased or conditionally sold or that is otherwise contractually responsible for ensuring payment of the certificate;

(C) the issuer of a fractional undivided interest in an oil, gas, or other mineral lease or in payments out of production under a lease, right, or royalty is the owner of an interest in the lease or in payments out of production under a lease, right, or royalty, whether whole or fractional, that creates fractional interests for the purpose of sale;

(21) “nonissuer transaction” or “nonissuer distribution” means a transaction or distribution not directly or indirectly for the benefit of the issuer;

(22) “offer to purchase” includes an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value; “offer to purchase” does not include a tender offer that is subject to 15 U.S.C. 78n(d) (Securities Exchange Act of 1934);

(23) “older person” means a natural person who is 60 years of age or older;

(24) “person” means an individual, a corporation, a partnership, a limited liability company, a limited partnership, a limited liability partnership, an association, a joint-stock company, a trust in which the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government;

(25) “place of business” of a broker-dealer, an investment adviser, or a federal covered investment adviser means

(A) an office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients; or

(B) any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients;

(26) “price amendment” means the amendment to a registration statement filed under 15 U.S.C. 77a - 77aa (Securities Act of 1933) or, if an amendment is not filed, the prospectus or prospectus supplement filed under 15 U.S.C. 77a - 77aa (Securities Act of 1933) that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent on the offering price;

(27) “principal place of business” of a broker-dealer or an investment adviser means the executive office of the broker-dealer or investment adviser from which the officers, partners, or managers of the broker-dealer or investment adviser direct, control, and coordinate the activities of the broker-dealer or investment adviser;

(28) “record,” except in the phrases “of record,” “official record,” and “public record,” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

(29) “sale” includes every contract of sale, contract to sell, or disposition of a security or interest in a security for value, and “offer to sell” includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value; both terms include

(A) a security given or delivered with, or as a bonus because of, a purchase of securities or any other thing constituting part of the subject of the purchase and having been offered and sold for value;

(B) a gift of assessable stock involving an offer and sale; and

(C) a sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and a sale or offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, including an offer of the other security;

(30) “Securities and Exchange Commission” means the United States Securities and Exchange Commission;

(31) “securities business” means a business that provides the services provided by

(A) investment advisers, federal covered investment advisers, or investment adviser representatives; or

(B) broker-dealers, issuers, or agents of broker-dealers or issuers;

(32) “security” means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; viatical settlement; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest in or based on the value of a put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a “security”; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing; “security”

(A) includes

(i) both a certificated and an uncertificated security;

(ii) an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor; in this sub-subparagraph, “common enterprise” means an enterprise in which the fortunes of the investor are interwoven with those of the person offering the investment, a third party, or other investors;

(iii) as an investment contract, among other contracts, an interest in a limited partnership and a limited liability company, and an investment in a viatical settlement or similar agreement; and

(iv) a viatical settlement interest;

(B) does not include

(i) a participation agreement entered under AS 14.40.802 or an insurance or endowment policy subject to AS 21;

(ii) an interest in a contributory or noncontributory pension or welfare plan subject to 29 U.S.C. 1001 - 1461 (Employee Retirement Income Security Act of 1974);

(33) “self-regulatory organization” means a national securities exchange registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934), a national securities association of broker-dealers registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934), a clearing agency registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934), or the Municipal Securities Rulemaking Board established under 15 U.S.C. 78o-4 (Securities Exchange Act of 1934);

(34) “sign” means, with present intent to authenticate or adopt a record,

(A) to execute or adopt a tangible symbol; or

(B) to attach or logically associate with the record an electronic symbol, sound, or process;

(35) “state” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States;

(36) “vulnerable adult” has the meaning given in AS 47.24.900.