Guam § 46401 - Definitions.

§ 46401. Definitions.

When used in this Act, unless the context otherwise requires:

(a) Administrator means the official designated in § 46406(a).

(b) Agent means any individual other than a broker-dealer who

represents a broker-dealer or issuer in effecting or attempting to effect

purchases or sales of securities. Agent does not include an individual

who represents an issuer in (1) effecting transactions in a security

exempted by clause (1), (2), (3), (8), or (9) of § 46402(a), (2) effecting

transactions exempted by § 46402(b), or (3) effecting transactions with

existing employees, partners, or directors of the issuer if no

commission or other remuneration is paid or given directly or

indirectly for soliciting any person in this state. A partner, officer, or

director of a broker-dealer or issuer, or a person occupying a similar

status or performing similar functions, is an agent only if he otherwise

comes within this definition.

(c) Broker-dealer means any person engaged in the business of

effecting transactions in securities for the account of other or for his

own account. Broker-dealer does not include (1) an agent, (2) an

issuer, (3) a bank, savings institution, or trust company, or (4) a person

who has no place of business in this state if (A) he effects transactions

in this state exclusively with or through (i) the issuers of the securities

involved in the transactions, (ii) other broker-dealers, or (iii) banks,

savings institutions, trust companies, insurance companies, investment

companies as defined in the Investment Company Act of 1940,

pension or profit-sharing trust, or other financial institutions or

institutional buyers, whether acting for themselves or as trustees, or

(B) during any period of twelve (12) consecutive months he does not

direct more than fifteen (15) offers to sell or buy into this state in any

manner to persons other than those specified in clause (A), whether or

not the offeror or any of the offerees is then present in this state.

(d) Fraud, deceit, and defraud are not limited to common-law

deceit.

(e) Guaranteed means guaranteed as to payment of principal,

interest, or dividends.

(f) Investment adviser 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

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advisability of investing in, purchasing, or selling securities, or who,

for compensation and as a part of a regular business, issues or

promulgates analyses or reports concerning securities. Investment

adviser does not include (1) a bank, savings institution, or trust

company; (2) a lawyer, accountant, engineer, or teacher whose

performance of these services is solely incidental to the practice of his

profession; (3) a broker-dealer 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; (4) a publisher of any

bona fide newspaper, news magazine, or business or financial

publication of general, regular, and paid circulation; (5) a person

whose advice, analyses, or reports relate only to securities exempted

by § 46402; (6) a person who has no place of business in this state if

(A) his only clients in this state are other investment advisers, broker-

dealers, banks, savings institutions, trust companies, insurance

companies, investment companies as defined in the Investment

Company Act of 1940, pension or profit-sharing trust, or other

financial institutions or institutional buyers, whether acting for

themselves or as trustees, or (B) during any period of twelve (12)

consecutive months he does not direct business communications into

this state in any manner to more than five (5) clients other than those

specified in clause (A), whether or not he or any of the persons to

whom the communications are directed is then present in this state; or

(7) such other person not within the intent of this paragraph as the

Administrator may by rule or order designate.

(g) Issuer means any person who issues or proposes to issue any

security, except that (1) with respect to certificates of deposit, voting-

trust certificates, or collateral-trust certificates, or 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 issuer

means the person or person performing the acts and assuming the

duties of depositor or manager pursuant to the provisions of the trust or

other agreement or instrument under which the security is issued; and

(2) with respect to certificates of interest or participation in oil, gas, or

mining titles or leases or in payments out of production under such

titles or leases, there is not considered to be any issuer.

(h) Non-issuer means not directly or indirectly for the benefit of

the issuer.

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(i) Person means an individual, a corporation, a partnership, an

association, a joint-stock company, a trust where the interests of the

beneficiaries are evidenced by a security, an unincorporated

organization, a government, or a political subdivision of a government.

(j) (1) Sale or sell includes every contract of sale of, contract to

sell, or disposition of, a security or interest in a security for value.

(2) Offer or offer to sell includes every attempt or offer to

dispose of, or solicitation of an offer to buy a security or interest

in a security for value.

(3) Any security given or delivered with, or as a bonus on

account of, any purchase of securities or any other thing is

considered to constitute part of the subject of the purchase and to

have been offered and sold for value.

(4) A purported gift of assessable stock is considered to

involve an offer and sale.

(5) Every sale or offer of a warrant or right to purchase or

subscribe to another security of the same or another issuer, as

well as every sale or offer of a security which gives the holder a

present or future right or privilege to convert into another security

of the same or another issuer, is considered to include an offer of

the other security.

(6) The terms defined in this subsection do not include (A)

any bona fide pledge or loan; (B) any stock dividend, whether the

corporation distributing the dividend is the issuer of the stock or

not, if nothing of value is given by stockholders for the dividend

other than the surrender of a right to a cash or property dividend

when each stockholder may elect to take the dividend in cash or

property or in stock; (C) any act incident to a class vote by

stockholders, pursuant to the certificate of incorporation or the

applicable corporation statute, on a merger, consolidation,

reclassification of securities, or sale of corporate assets in

consideration of the issuance of securities of another corporation;

or (D) any act incident to a judicially approved reorganization in

which a security is issued in exchange for one or more

outstanding securities, claims, or property interests, or partly in

such exchange and partly for cash.

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(k) Securities Act of 1933, Securities Exchange Act of 1934, Public

Utility Holding Company Act of 1935, and Investment Company Act of 1940

mean the federal statutes of those names as amended before or after the

effective date of this Act.

(l) Security 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 or subscription; transferable share; investment contract; voting-

trust certificate; certificate of deposit for a security; certificate of interest or

participation in an oil, gas, or mining title or lease or in payments out of

production under such a title or lease; or, in general, any interests or

instrument commonly known as a security, or any 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 does not include any insurance or endowment policy or annuity

contract under which an insurance company promises to pay money either

in a lump sum or periodically for life or some other specified period.

(m) State means any state, territory, or possession of the United States,

including Guam, the District of Columbia, and Puerto Rico.

(n) District Court means the District Court of Guam.

(o) Telegram includes cablegram and radiogram.