(a) “Advertisement” means any communication used in connection with a sale or purchase or an offer to sell or purchase a security which is publicly disseminated by means of print, radio, television, Internet or other media.

(b) An “affiliate” of, or a person “affiliated” with, a specified person, means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified.

(c) “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: (i) an individual who represents an issuer in effecting transactions in securities exempted by section 202,¹ transactions exempted by section 203² or transactions in a covered security described in sections 18(b)(3) and (4)(D) of the Securities Act of 1933 (48 Stat. 74, 15 U.S.C. § 77r) if no compensation is paid or given directly or indirectly for soliciting any person in this State in connection with any of the foregoing transactions; (ii) an individual who represents a broker-dealer in effecting transactions in this State, which transactions are limited to those described in section 15(i)(3) of the Securities Exchange Act of 1934 (48 Stat. 881, 15 U.S.C. § 78o(i)(3)); and (iii) an individual who has no place of business in this State if he effects transactions in this State exclusively with broker-dealers. Except where representing an issuer in effecting transactions in securities registered under section 205 or 206,³ a bona fide officer, director, or partner or employe of a broker-dealer or issuer, or an individual occupying a similar status or performing similar functions, is an agent only if he otherwise comes within this definition and receives compensation directly or indirectly related to purchases or sales of securities.

(c.1) Deleted by 1998, Nov. 24, P.L. 829, No. 109, § 1, effective in 60 days.

(d) “Bank” means a bank, savings bank, savings institution, savings and loan association, thrift institution, trust company or similar organization which is organized or chartered under the laws of a state or of the United States, is authorized to and receives deposits and is supervised and examined by an official or agency of a state or by the United States if its deposits are insured by the Federal Deposit Insurance Corporation or a successor authorized by Federal law, and any agency, branch or representative office of a foreign bank that is subject to the same degree of regulation and supervision as a domestic bank.

(e) “Broker-dealer” means any person engaged in the business of effecting transactions in securities for the account of others or for his own account. “Broker-dealer” does not include:

(f) “Commission” means the Banking and Securities Commission of the Commonwealth, as established under Subarticle C of Article XI-A of the act of May 15, 1933 (P.L. 565, No. 111),⁵ known as the Department of Banking and Securities Code.

(f.1) “Federally covered adviser” means a person who is registered under section 203 of the Investment Advisers Act of 1940 (54 Stat. 847, 15 U.S.C. § 80b-3).

(f.2) “Federally covered security” means any security that is a covered security under section 18(b) of the Securities Act of 1933 (48 Stat. 74, 15 U.S.C. § 77r(b)).

(f.3) “Commissioner” means a member of the commission.

(g) “Control” (including the terms “controlling,” “controlled by” and “under common control with”) 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.

(g.1) “Department” means the Department of Banking and Securities of this Commonwealth.

(h) “Fraud,” “deceit” and “defraud” are not limited to common law fraud or deceit.

(i) “Guaranteed” means guaranteed as to payment of principal, interest, purchase price, dividend or call premium.

(j) “Investment adviser” means any person who, for compensation, engages in the business of advising others, either directly or through publications, writings or electronic means, as to the value of securities or as to the 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:

(j.1) “Investment adviser representative” means:

(k) “Institutional investor” means any bank, insurance company, pension or profit sharing plan or trust (except a municipal pension plan or system), investment company, as defined in the Investment Company Act of 1940, or any person, other than an individual, which controls any of the foregoing, the Federal Government, State or any agency or political subdivision thereof, except public school districts of this State, or any other person so designated by regulation of the department.

(k.1) “Knowing and knowingly” as used in sections 407(a),⁶ 511,⁷ 512(a)⁸ and 513⁹ shall have the same meaning as the term “knowingly” is defined in 18 Pa.C.S. § 302(b)(2) (relating to general requirements of culpability).

(l) “Issuer” means any person who issues or proposes to issue any security, and any promoter who acts for an issuer proposed to be formed. 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 persons 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; except that with respect to equipment-trust certificates or like securities, the term “issuer” means the person by whom the equipment or property is or is to be used. 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, the term “issuer” means the person or persons actively managing the exploration or development of the property who sell such interests or participations or payments or any person or persons who subdivide and sell such interests or participations or payments. The determination of the person or persons actively managing the exploration or development of the property shall be made on the basis of the actual relationship of the parties and not on the basis of the legal designation of a person's interest. Members of unincorporated associations, which members have limited liability, and any trustee or member of a trust, committee or other legal entity shall not be deemed to be an “issuer” for the purposes of this act.

(l.1) “Municipal pension plan or system” means a pension plan or system provided by a municipality as those terms are defined in section 102 of the act of December 18, 1984 (P.L. 1005, No. 205),¹⁰ known as the Municipal Pension Plan Funding Standard and Recovery Act.

(m) “Non-issuer transaction” means any transaction not directly or indirectly for the benefit of the issuer.

(n) “Person” means an individual, corporation, partnership, association, joint stock company, syndicate, trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, government, political subdivision of a government, or any other entity.

(o) “Promoter” includes (i) any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer; (ii) any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, ten per cent or more of any class of securities of the issuer or ten per cent or more of the proceeds from the sale of any class of securities. For purposes of sections 207 and 208,¹¹ a “promoter” includes (iii) any person who is described in clauses (i) and (ii); (iv) any person who is an officer or director of the issuer; (v) any person who legally or beneficially owns, directly or indirectly, five per cent or more of any class of the issuer's equity securities; or (vi) any person who is an affiliate of a person described in clause (i), (ii), (iii), (iv) or (v). “ Promoter” does not include a person who receives securities or proceeds solely as underwriting compensation if that person does not otherwise come within the definition of “promoter.”

(p) “Publish” means publicly to issue or circulate by newspaper, mail, radio, television, Internet or other media or otherwise to disseminate to the public.

(q) “Reporting company” means any person which has been required to file, and has filed, all required periodic reports with the Securities and Exchange Commission and has filed all annual reports, if any, which it is required to file for at least twelve months prior to the time of application of this definition for persons filing pursuant to the provisions of section 13 or 15(d) of the Securities Exchange Act of 1934 or the provisions of section 30 of the Investment Company Act of 1940.¹²

(s) “Securities Act of 1933,” “Securities Exchange Act of 1934,” “Public Utility Holding Company Act of 2005,” “Trust Indenture Act of 1939,” “Investment Advisers Act of 1940,” “Investment Company Act of 1940” and “Internal Revenue Code of 1986” mean the Federal statutes of those names as amended, or any successor statutes thereto. Section numbers of such statutes or regulations adopted thereunder and referred to herein include such amendments thereto as may be adopted.

(s.1) “Securities and Exchange Commission” means the United States Securities and Exchange Commission.

(s.2) “Self-regulatory organization” means a national securities exchange registered under the Securities Exchange Act of 1934, a national securities association registered under the Securities Exchange Act of 1934 or Investment Advisers Act of 1940, a clearing agency registered under the Securities Exchange Act of 1934, the Municipal Securities Rulemaking Board established under the Securities Exchange Act of 1934 or an organization operating under the authority of the Commodity Futures Trading Commission.

(t) “Security” means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; share of beneficial interest in a business trust; 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; limited partnership interest; fractional undivided interest in oil, gas or other mineral rights; put, call, straddle, option or privilege on a security, certificate of deposit of a security or group or index of securities, including any interest in the securities or based upon the value of the securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency; membership interest in a limited liability company of any class or series, including any fractional or other interest in such interest, unless excluded by clause (v); or, in general, any interest 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. All of the foregoing are securities whether or not evidenced by written document. “Security” does not include:

(u) “State” means any state, territory or possession of the United States, the District of Columbia and Puerto Rico.

(v) “Underwriter” means a person who has agreed with an issuer or other person on whose behalf a distribution is to be made (i) to purchase securities for distribution or (ii) to distribute securities for or on behalf of such issuer or other person or (iii) to manage or supervise a distribution of securities for or on behalf of such issuer or other person.

(w) “Wilful and wilfully” mean the following: